other special rights as may be determined in the discretion of our board of directors. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution
to the holders of common stock or could adversely affect the rights and powers, including voting rights, of holders of common stock. In certain circumstances, such issuance could have the effect of decreasing the market price of the common stock.
Preferred stockholders could also make it more difficult for a third party to acquire our company.
No Stockholder Action by Written Consent
Our amended and restated certificate of incorporation and amended and restated bylaws 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 a consent in writing.
Calling of Special Meetings of Stockholders
Our amended and restated bylaws provide that special stockholder meetings for any purpose may only be called by a majority of our board of
directors, our chairman or our chief executive officer.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our amended and restated bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of
stockholders, including proposed nominations of candidates for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at
the direction of the board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholders
intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting stock. These
provisions also could discourage a third party from making a tender offer for our common stock, because even if it acquired a majority of our outstanding voting stock, it would be able to take action as a stockholder, such as electing new directors
or approving a merger, only at a duly called stockholders meeting and not by written consent.
Indemnification of Directors and Officers
Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will, to the fullest extent permitted by
Delaware corporate law, subject to certain limitations, indemnify any person made or threatened to be made a party to a proceeding by reason of that persons former or present official capacity with us against judgments, penalties, fines,
settlements and reasonable expenses. Any such person is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses (including attorneys fees and disbursements and court costs) in advance of the final
disposition of the proceeding.
The provision regarding indemnification of our directors and officers in our amended and restated
certificate of incorporation will generally not limit liability under state or federal securities laws.
We maintain a directors and
officers insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe that these indemnification provisions and insurance are useful to
attract and retain qualified directors and officers.
In addition, we have entered into indemnification agreements with each of our
directors and named executive officers, which also provide, subject to certain exceptions, for indemnification for related expenses, including, among others, reasonable attorneys fees, judgments, fines and settlements incurred in any action or
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