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Provisions
in Delaware law and our charter may prevent or delay a
change of control, even if that change of control may
be beneficial to our stockholders.
We
are subject to the Delaware anti-takeover laws regulating
corporate takeovers. These anti-takeover laws prevent
Delaware corporations from engaging in business combinations
with any stockholder, including all affiliates and associates
of the stockholder, who owns 15.0% or more of the corporations’
outstanding voting stock, for three years following the
date that the stockholder acquired 15.0% or more of the
corporation’s voting stock unless specified conditions
are met.
Our
amended and restated certificate of incorporation and
our amended and restated bylaws include a number of provisions
that may deter or impede hostile takeovers or changes
of control of management. These provisions:
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authorize
our board of directors to establish one or
more series of preferred stock, the terms
of which can be determined by the board of
directors at the time of issuance; |
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divide
our board of directors into three classes
of directors, with each class serving a staggered
three-year term. As the classification of
the board of directors generally increases
the difficulty of replacing a majority of
the directors, it may tend to discourage a
third party from making a tender offer or
otherwise attempting to obtain control of
us and may maintain the composition of the
board of directors; |
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do
not provide for cumulative voting in the election
of directors unless required by applicable
law. Under cumulative voting, a minority stockholder
holding a sufficient percentage of a class
of shares may be able to ensure the election
of one or more directors; |
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provide
that a director may be removed from our board
of directors only for cause, and then only
by a supermajority vote of the outstanding
shares; |
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require
that any action required or permitted to be
taken by our stockholders must be effected
at a duly called annual or special meeting
of stockholders and may not be effected by
any consent in writing; |
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state
that special meetings of our stockholders
may be called only by the chairman of the
board of directors, our chief executive officer,
by the board of directors after a resolution
is adopted by a majority of the total number
of authorized directors, or by the holders
of not less than 10.0% of our outstanding
voting stock; |
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provide
that the chairman or other person presiding
over any stockholder meeting may adjourn the
meeting whether or not a quorum is present
at the meeting; |
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establish
advance notice requirements for submitting
nominations for election to the board of directors
and for proposing matters that can be acted
upon by stockholders at a meeting; |
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provide
that certain provisions of our certificate
of incorporation can be amended only by supermajority
vote of the outstanding shares, and that our
bylaws can be amended only by supermajority
vote of the outstanding shares or our board
of directors; |
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allow
our directors, not our stockholders, to fill
vacancies on our board of directors; and |
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provide
that the authorized number of directors may
be changed only by resolution of the board
of directors. |
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