ACM » Topics » Our charter documents contain provisions that may delay, defer or prevent a change of control.

This excerpt taken from the ACM 10-Q filed May 8, 2009.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                  removal of directors for cause only;

 

·                  ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                  vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                  advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

34



This excerpt taken from the ACM 10-Q filed Feb 10, 2009.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                  removal of directors for cause only;

 

·                  ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                  vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                  advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

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These excerpts taken from the ACM 10-K filed Jan 23, 2009.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

    division of our Board of Directors into three classes, with each class serving a staggered three-year term;

    removal of directors for cause only;

    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

Our charter documents contain provisions that may delay, defer or prevent a change of control.




        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even
if the change in control would be beneficial to stockholders. These provisions include the following:





    division of our Board of Directors into three classes, with each class serving a staggered three-year term;


    removal of directors for cause only;


    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;


    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of
    substantially all of our assets;



    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited
    exceptions) and to fill vacancies;



    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and


    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.



These excerpts taken from the ACM 10-K filed Dec 1, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

    division of our Board of Directors into three classes, with each class serving a staggered three-year term;

    removal of directors for cause only;

    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

Our charter documents contain provisions that may delay, defer or prevent a change of control.




        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even
if the change in control would be beneficial to stockholders. These provisions include the following:





    division of our Board of Directors into three classes, with each class serving a staggered three-year term;


    removal of directors for cause only;


    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;


    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of
    substantially all of our assets;



    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited
    exceptions) and to fill vacancies;



    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and


    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.





This excerpt taken from the ACM 10-Q filed Aug 8, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                 division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                 removal of directors for cause only;

 

·                 ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

·                 two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                 vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                 advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                 prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

This excerpt taken from the ACM 10-Q filed May 9, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                  removal of directors for cause only;

 

·                  ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

24



 

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                  vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                  advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

This excerpt taken from the ACM 10-Q filed May 9, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                  removal of directors for cause only;

 

·                  ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                  vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                  advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

29



 

These excerpts taken from the ACM 10-K filed May 9, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

    division of our Board of Directors into three classes, with each class serving a staggered three-year term;

    removal of directors for cause only;

    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

Our charter documents contain provisions that may delay, defer or prevent a change of control.




        Provisions
of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to
stockholders. These provisions include the following:





    division
    of our Board of Directors into three classes, with each class serving a staggered three-year term;


    removal
    of directors for cause only;


    ability
    of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;


    two-thirds
    stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;


    vesting
    of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;


    advance
    notice requirements for stockholder proposals and nominations for election to our Board of Directors; and


    prohibitions
    on our stockholders from acting by written consent and limitations on calling special meetings.



This excerpt taken from the ACM 10-Q filed Feb 13, 2008.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

 

Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

 

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

 

·                  removal of directors for cause only;

 

·                  ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

 

24



 

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

 

·                  vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

 

·                  advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

 

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

 

This excerpt taken from the ACM 10-K filed Dec 13, 2007.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

    division of our Board of Directors into three classes, with each class serving a staggered three-year term;

    removal of directors for cause only;

    ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

    two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

    vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

    advance notice requirements for stockholder proposals and nominations for election to our Board of Directors; and

    prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.
This excerpt taken from the ACM 10-Q filed Aug 9, 2007.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

·                  removal of directors for cause only;

·                  ability of the Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

·                  vesting of exclusive authority in the Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

·                  advance notice requirements for stockholder proposals and nominations for election to the Board of Directors; and

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

This excerpt taken from the ACM 10-Q filed May 7, 2007.

Our charter documents contain provisions that may delay, defer or prevent a change of control.

        Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:

·                  division of our Board of Directors into three classes, with each class serving a staggered three-year term;

·                  removal of directors for cause only;

·                  ability of the Board of Directors to authorize the issuance of preferred stock in series without stockholder approval;

·                  two-thirds stockholder vote requirement to approve specified business combinations, which include a sale of substantially all of our assets;

31 




 

·                  vesting of exclusive authority in the Board of Directors to determine the size of the board (subject to limited exceptions) and to fill vacancies;

·                  advance notice requirements for stockholder proposals and nominations for election to the Board of Directors; and

·                  prohibitions on our stockholders from acting by written consent and limitations on calling special meetings.

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