The Delaware Certificate of Incorporation authorizes the Company's Board to provide, out of the unissued shares of preferred stock, for the issuance of shares of preferred stock from time to time in one or more classes or series, subject to applicable law, and the Company's Board is authorized to fix the voting powers, designations, preferences and relative participating, optional or other special rights of shares of preferred stock of each such class or series, and the qualifications, limitations and restrictions, including redemption privileges, dividend rights, liquidation preferences and conversion rights, thereof.
Griffin Maryland
Griffin Maryland's authorized capital stock consists of 10,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of October 16, 2020, there were 100 shares of Maryland Common Stock, all of which are owned by the Company and will be cancelled in the Merger, and no shares of preferred stock issued or outstanding. Each share of Maryland Common Stock entitles the holder to one vote on all matters submitted to a vote of the stockholders.
Under the Maryland Charter, the board of directors of Griffin Maryland has rights and powers with respect to the issuance of common stock and preferred stock that are similar in many, but not all, respects to those provided in the Delaware Certificate of Incorporation. The Maryland Charter provides that the board of directors of Griffin Maryland may reclassify any unissued shares of common stock and preferred stock from time to time in one or more classes or series of stock.
As permitted by the MGCL, the Maryland Charter provides that the board of directors of Griffin Maryland with the approval of a majority of the entire board of directors of Griffin Maryland and without stockholder approval, may amend the Maryland Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the corporation has authority to issue. In addition, the board of directors of Griffin Maryland may authorize the issuance from time to time of shares of stock of the corporation of any class or series, or securities or rights convertible into shares of its stock of any class or series, in each case whether now or hereafter authorized, for such consideration as the board of directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Maryland Charter or the Maryland Bylaws, without stockholder approval and without authority of the stockholders to vote otherwise. This provision is similar to Delaware’s.
Extraordinary Transactions
The Company
Under the DGCL, a Delaware corporation generally is not permitted to dissolve, amend its charter, merge, convert, sell all or substantially all of its assets or engage in similar transactions outside the ordinary course of business unless such action is advised by the board of directors and approved by the affirmative vote of a majority of the outstanding stock entitled to vote thereon. Under the DGCL, the term "substantially all of the company's assets" is not defined and is, therefore, subject to Delaware common law and to judicial interpretation and review in the context of the unique facts and circumstances of any particular transaction.
As of the date of this Consent Solicitation Statement, the Company's management is not aware of any specific effort by any party to accumulate additional holdings of the Company’s securities, other than for investment purposes, or to effect a change of control of the Company by merger, tender offer, solicitation in opposition to the Board or otherwise.
Griffin Maryland
Under the MGCL, a Maryland corporation generally is not permitted to dissolve, amend its charter, merge, convert, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless such action is advised by the board of directors and approved by the affirmative vote of stockholders holding at least two-thirds of the votes entitled to be cast on the matter unless a