Enom 2012 Annual Report Download - page 39

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If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading
volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry
analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish
inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts
cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might
cause our stock price and trading volume to decline.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on
their investment.
The terms of our credit agreement currently prohibit us from paying cash dividends on our common stock. In addition, we
do not anticipate paying cash dividends in the future. As a result, only appreciation of the price of our common stock, which
may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common
stock.
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 acquiror;
• 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 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;
• 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