EFTA01382767.pdf

S-I/A Table of Cantrell any amendment, alteration, rescission or repeal of our amended and restated bylaws by our stockholders will require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon. voting together as a single class, is required to amend a corporation's certificate of incorporation. unless the certificate of incorporation requires a greater percentage. Our amended and restated certificate of incorporation provides that once no shares of our Class B common stock remain outstanding. the following provisions in our amended and restated certificate of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shams of stock of the Company entitled to vote thereon, voting together as a single class: the provision requiring a 66 2/3% superrnajority vote for stockholders to amend our amended and restated bylaws; • the provisions providing for a classified Board (the election and term of our directors): • the provisions regarding resignation and removal of directors; • the provisions regarding competition and corporate opportunities; • the provisions regarding entering into business combinations with interested stockholders; • the provisions regarding stockholder action by written consent; • the provisions regarding calling special meetings of stockholders; • the provisions regarding filling vacancies on our Board and newly created directorships; • the provisions eliminating monetary damages for breaches of fiduciary duty by a director, and • the amendment provision requiring that the above provisions be amended only with a 66 2/3% supennajority vote. The combination of the classification of our Board, the lack of cumulative voting, and the supennajority voting requirements will make it more difficult for our existing stockholders to replace our Board as well as for another party to obtain control of us by replacing our Board. Because our Board has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. These provisions may have the effect of deterring hostile takeovers, delaying, or preventing changes in control of our management or our Company, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our Board and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management. Dissenters' Rights of Appraisal and Payment Under the DGCL, with certain exceptions. our stockholders will have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery. 227 http://wvmsee.gov/Archivecledgar/datat883980/000119312515334479/d31022dsla.htm[10/14/20I5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082247 CONFIDENTIAL SONY GM_00228431 EFTA01382767