Enom 2015 Annual Report Download - page 32

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x a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an
annual or special meeting of our stockholders;
x the requirement that a special meeting of stockholders may be called only by the chairman of our board of
directors, the Chief Executive Officer, the president (in absence of a Chief Executive Officer) or our board of
directors, which may delay the ability of our stockholders to force consideration of a proposal or to take
action, including the removal of directors;
x the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then
outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our
amended and restated certificate of incorporation relating to the issuance of preferred stock and management
of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror from
amending our certificate of incorporation or bylaws to facilitate a hostile acquisition;
x the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of
directors to take additional actions to prevent a hostile acquisition and inhibit the ability of an acquiror from
amending the bylaws to facilitate a hostile acquisition; and
x advance notice procedures that stockholders must comply with in order to nominate candidates to our board of
directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a
potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or
otherwise attempting to obtain control of us.
We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation
may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the
holder has held the stock for three years or, among other things, our board of directors has approved the transaction.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We do not own any real estate. We currently occupy approximately 52,000 square feet in a Santa Monica,
California facility that serves as our corporate headquarters and houses nearly all of our personnel for both our Content
& Media and Marketplaces service offerings. The lease for our Santa Monica facility expires in July 2024, provided that
we have a one-time early termination right allowing us to terminate the lease effective as of August 2019. Our primary
data center is located in Las Vegas, Nevada. We believe that our current data centers and offices will be adequate for the
foreseeable future.
Item 3. Legal Proceedings
From time to time we are a party to various legal matters incidental to the conduct of our business. Certain of our
outstanding legal matters include speculative claims for indeterminate amounts of damages. We record a liability when
we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. Based on our
current knowledge, we do not believe that there is a reasonable possibility that the final outcome of the pending or
threatened legal proceedings to which we are a party, either individually or in the aggregate, will have a material adverse
effect on our future financial results. However, the outcome of such legal matters is subject to significant uncertainties.
Item 4. Mine Safety Disclosures
Not applicable.