Certain Anti-Takeover Provisions; Preferred Stock Clause Samples

Certain Anti-Takeover Provisions; Preferred Stock. Certain provisions of the Certificate of Incorporation of the Company could make it more difficult for a third party to acquire control of the Company, even if such change in control would be beneficial to stockholders. The Certificate of Incorporation allows the Company to issue preferred stock without stockholder approval. Such issuances could make it more difficult for a third party to acquire the Company. The Certificate of Incorporation also provides for a classified board of directors, which would prevent a third party acquiring a majority of the Common Stock from immediately electing a new board of directors. These provisions may be used to entrench current management at the expense of acquisition offers that might be beneficial to other shareholders.