Enom 2010 Annual Report Download - page 47

Table of Contents
proceeds from our initial public offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our
stock price to decline.
Certain provisions in our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying or
preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a
majority of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
the ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares,
including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile
acquirer;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the
resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our
stockholders;
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;
the requirement for the affirmative vote of holders of at least 662/3% 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;
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
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.
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