of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
Restated Certificate of Incorporation and Restated Bylaws
Our restated certificate provides for our board of directors to be divided into three classes with staggered three-year terms. Only one class of
directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have
cumulative voting rights, stockholders holding a plurality of the shares of common stock outstanding will be able to elect all of our directors. Our restated certificate and our restated bylaws also
provide that directors may be removed by the stockholders only for cause upon the vote of 662/3% or more of our outstanding common stock. Furthermore, the authorized number of directors
may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the
board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.
restated certificate and restated bylaws also provide that all stockholder actions must be effected at a duly called meeting of stockholders and do not allow stockholders to act by
written consent without a meeting. Our restated bylaws also provide that only our chairman of the board, chief executive officer or the board of directors pursuant to a resolution adopted by a
majority of the total number of authorized directors may call a special meeting of stockholders.
restated bylaws also provide that stockholders seeking to present proposals before a meeting of stockholders to nominate candidates for election as directors at a meeting of
stockholders must provide timely advance notice in writing, and specify requirements as to the form and content of a stockholder's notice.
restated certificate and restated bylaws provide that the stockholders cannot amend many of the provisions described above except by a vote of 662/3% or more of our
outstanding common stock.
combination of these provisions may make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by
replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or
another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or
other rights or preferences that could impede the success of any attempt to change our control.
provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices
and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these
provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including
increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging
takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.