law and our amended and restated certificate of incorporation and amended and restated by-laws, our directors may be removed from office by the stockholders only for cause and only in the manner
provided for in our amended and restated certificate of incorporation. These factors may maintain the incumbency of our board of directors.
Amendment of Certificate of Incorporation
Under Delaware law, in general, to amend a corporations certificate of incorporation, the directors of the corporation must first adopt a
resolution deeming the amendment advisable and then the holders of a majority of the outstanding stock entitled to vote must vote in favor of the amendment. Our amended and restated certificate of incorporation does not change the effect of Delaware
law in this regard, except that the provision in our amended and restated certificate of incorporation regarding the number, election and terms of directors may not be repealed or amended without the vote of the holders of not less than 80% of our
voting stock, voting as a single class.
Amendment of By-Laws
Under Delaware law, the power to adopt, amend or repeal by-laws is conferred upon the stockholders. A corporation may, however, in its
certificate of incorporation also confer upon the board of directors the power to adopt, amend or repeal its by-laws. Our amended and restated certificate of incorporation and amended and restated by-laws grant our board of directors the power to
adopt, amend or repeal our by-laws at any meeting of the board. Our stockholders also may adopt, amend or repeal our by-laws by a vote of a majority of our voting stock, except that the provision in our amended and restated by-laws regarding the
number, election and terms of directors may not be repealed or amended without the vote of the holders of not less than 80% of our voting stock, voting as a single class.
Stockholder Action by Written Consent; Special Meetings of Stockholders
Our amended and restated by-laws provide that no action that is required or permitted to be taken by our stockholders at any annual or special
meeting may be taken by written consent of stockholders in lieu of a meeting, and that, unless otherwise prescribed by law, a special meeting of stockholders may be called only by the chairman of the board, the president, a majority of the board of
directors or the chairman of the board or president at the written request of stockholders holding a majority of our voting stock.
Interested Stockholder Rule
We are a Delaware corporation and are subject to Section 203 of the Delaware General Corporation Law, which regulates corporate
acquisitions. Section 203 prevents an interested stockholder, which is defined generally as a person owning 15% or more of a corporations voting stock, or any affiliate or associate of that person, from engaging in a broad
range of business combinations with the corporation for three years after becoming an interested stockholder unless:
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