Earthlink 2006 Annual Report Download - page 31

The effect, if any, of any of these transactions and activities on the market price of our common stock will depend in part on market
conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of our common stock. In addition,
in the event that these transactions fail to offset all of the dilution resulting from the conversion of the Notes, the issuance of additional shares
of our common stock as a consequence of such conversion would result in some dilution to our shareholders and could adversely affect the
value of our common stock.
Provisions of our second restated certificate of incorporation, amended and restated bylaws and other elements of our capital structure
could limit our share price and delay a change of management.
Our second restated certificate of incorporation, amended and restated bylaws and shareholder rights plan contain provisions that could
make it more difficult or even prevent a third party from acquiring us without the approval of our incumbent board of directors. These
provisions, among other things:
•
divide the board of directors into three classes, with members of each class to be elected in staggered three-year terms;
•
limit the right of stockholders to call special meetings of stockholders; and
•
authorize the board of directors to issue preferred stock in one or more series without any action on the part of stockholders.
These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock and significantly
impede the ability of the holders of our common stock to change management. In addition, we have adopted a rights plan, which has anti-
takeover effects. The rights plan, if triggered, could cause substantial dilution to a person or group that attempts to acquire our common stock
on terms not approved by the board of directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the
market value of our common stock.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Properties.
We currently maintain and occupy the following principal properties:
Our principal executive offices are in Atlanta, Georgia. We also maintain and occupy certain other leased space for operations and
administrative purposes. Certain of our leases include scheduled base rent increases over the respective lease terms. The total amount of base
rent payments, net of allowances and incentives, is being charged to expense using the straight-line method over the terms of the leases. In
addition to the base rent payments, we generally pay a monthly allocation of the buildings’ operating expenses. We believe we have adequate
facilities to meet our future growth needs.
30
Approximate
Lease
Facilities
Location
Square Feet
Expiration
Principal executive and corporate offices
Atlanta, GA
328,000
2014
Operations and corporate offices
Pasadena, CA
110,000
2014
Operations and corporate offices
Vancouver, WA
60,000
2012
Operations and corporate offices
San Francisco, CA
26,000
2014