【正文】 le for grant under the stock plan pool, (ii) issuable upon the conversion of shares of designated Preferred Stock, including, if applicable, accrued dividends, (iii) issuable upon the exercise or conversion of all other securities exercisable for or convertible into Common Stock (., warrants and convertible promissory notes), and (iv) issuable within a reasonable time frame in respect of any pounding dividend, if applicable. Consideration should also be given to authorizing additional shares of Common Stock to permit the Board of Directors to issue such stock in connection with future events, such as acquisitions of other panies or businesses or in lending transactions. Note, however, that many venture capital investors will not permit the authorization of significant amounts of (or even any) additional shares of Common Stock.The decision to select par or no par stock and, if par, what par value, has two consequences. First, as explained in more detail below, it determines the filing fee owed to the State of Delaware upon filing the Certificate of Incorporation. Second, in Delaware, the aggregate par value of the outstanding stock is subtracted from the net assets of the corporation in determining the amount of the corporation’s funds that are “surplus” lawfully available for the payment of dividends and the repurchase or redemption of stock. See 8 Del. C 167。 154 (setting forth how “surplus” is calculated), 170(a) (setting forth the sources of funds from which dividends may lawfully be paid), 160(a) (setting forth the sources of funds from which stock may lawfully be redeemed or repurchased). As is discussed below, both of these consequences counsel in favor of assigning to stock a low par value (but not no par value). The concept of paid in capital being an asset dedicated to protect creditors has passed. Creditors no longer rely solely upon paid in capital or upon the statutory restrictions upon dividends, redemptions, and other distributions to stockholders that “impair” capital to protect their interests. Instead, creditors negotiate and rely upon a wide variety of contractual arrangements to protect their interests, including, for example, loan covenants, security interests and thirdparty guarantees. See generally Manning and Hanks, Legal Capital (3d Ed. 1990).Corporations incorporated in Delaware are subject to fees for filing their certificates of incorporation and also are required to pay an annual franchise tax. Filing fees for a Certificate of Incorporation are calculated based on the number of authorized shares, and filing fees for an amendment increasing the number of authorized shares are calculated based on the increase in the number of authorized shares. There is no cap on filing fees. For purposes of puting the filing fee on par value stock, each $100 of authorized capital stock is counted as one taxable share. Accordingly, assigning a low par value to stock can result in a significant reduction in the filing fee. For example, the filing fee on 10,000 $.01 par value shares is the same as the filing fee on 1 $100 par value share. No par stock is assumed to be $100 par for this purpose. Accordingly, in order to minimize the filing fees, a low par value is remended ($.01 or less。 as a result, the greater the overhang, the greater the franchise tax under the alternative method. Unlike with the filing fee, the par value of the authorized stock does not generally affect the amount of the annual franchise tax owed under the authorized shares method. In addition, the tax is based on authorized shares, not only the number of shares that are issued and outstanding. Accordingly, it is advisable to consider the franchise taxes that will result from a particular capitalization before choosing it. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation. A. COMMON STOCK1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.2. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings)[。 which adjust the Series A Conversion Price in the event of such a dividend.) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, bination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Series A Original Issue Price (as defined be