MRVL » Topics » Our By-laws contain provisions that could delay or prevent a change in corporate control, even if the change in corporate control would benefit our shareholders.

This excerpt taken from the MRVL 10-K filed Apr 13, 2006.

Our By-laws contain provisions that could delay or prevent a change in corporate control, even if the change in corporate control would benefit our shareholders.

Our By-laws contain change in corporate control provisions, which include:

·       authorizing the issuance of preferred stock without shareholder approval;

·       providing for a classified board of directors with staggered, three-year terms; and

·       requiring a vote of two-thirds of the outstanding shares to approve any change of corporate control.

These changes in corporate control provisions could make it more difficult for a third-party to acquire us, even if doing so would be a benefit to our shareholders.

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