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WBMD » Topics » Provisions in our organizational documents and Delaware law may inhibit a takeover, which could adversely affect the value of our Class A Common StockThis excerpt taken from the WBMD 8-K filed Jul 2, 2009. Provisions
in our organizational documents and Delaware law may inhibit a
takeover, which could adversely affect the value of our
Class A Common Stock
Our Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain provisions that could delay or prevent a
change of control or changes in our management and Board of
Directors that holders of our Class A Common Stock might
consider favorable and may prevent them from receiving a
takeover premium for their shares. These provisions include, for
example, our classified board structure, the disproportionate
voting rights of the Class B Common Stock (relative to the
Class A Common Stock) and the authorization of our Board of
Directors to issue up to 50 million shares of preferred
stock without a stockholder vote. In addition, our Restated
Certificate of Incorporation provides that after the time HLTH
and its affiliates cease to own, in the aggregate, a majority of
the combined voting power of our outstanding capital stock,
stockholders may not act by written consent and may not call
special meetings. These provisions apply even if an offer may be
considered beneficial by some of our stockholders. If a change
of control or change in management is delayed or prevented, the
market price of our Class A Common Stock could decline.
This excerpt taken from the WBMD 10-Q filed May 11, 2009. Provisions
in our organizational documents and Delaware law may inhibit a
takeover, which could adversely affect the value of our
Class A Common Stock
Our Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain provisions that could delay or prevent a
change of control or changes in our management and Board of
Directors that holders of our Class A Common Stock might
consider favorable and may prevent them from receiving a
takeover premium for their shares. These provisions include, for
example, our classified board structure, the disproportionate
voting rights of the Class B Common Stock (relative to the
Class A Common Stock) and the authorization of our Board of
Directors to issue up to 50 million shares of preferred
stock without a stockholder vote. In addition, our Restated
Certificate of Incorporation provides that after the time HLTH
and its affiliates cease to own, in the aggregate, a majority of
the combined voting power of our outstanding capital stock,
stockholders may not act by written consent and may not call
special meetings. These provisions apply even if an offer may be
considered beneficial by some of our stockholders. If a change
of control or change in management is delayed or prevented, the
market price of our Class A Common Stock could decline.
These excerpts taken from the WBMD 10-K filed Feb 27, 2009. Provisions
in our organizational documents and Delaware law may inhibit a
takeover, which could adversely affect the value of our
Class A Common Stock
Our Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain provisions that could delay or prevent a
change of control or changes in our management and Board of
Directors that holders of our Class A Common Stock might
consider favorable and may prevent them from receiving a
takeover premium for their shares. These provisions include, for
example, our classified board structure, the disproportionate
voting rights of the Class B Common Stock (relative to the
Class A Common Stock) and the authorization of our Board of
Directors to issue up to 50 million shares of preferred
stock without a stockholder vote. In addition, our Restated
Certificate of Incorporation provides that after the time HLTH
and its affiliates cease to own, in the aggregate, a majority of
the combined voting power of our outstanding capital stock,
stockholders may not act by written consent and may not call
special meetings. These provisions apply even if an offer may be
considered beneficial by some of our stockholders. If a change
of control or change in management is delayed or prevented, the
market price of our Class A Common Stock could decline.
Provisions in our organizational documents and Delaware law may inhibit a takeover, which could adversely affect the value of our Class A Common Stock Our Certificate of Incorporation and Bylaws, as well as Delaware corporate law, contain provisions that could delay or prevent a change of control or changes in our management and Board of Directors that holders of our Class A Common Stock might consider favorable and may prevent them from receiving a takeover premium for their shares. These provisions include, for example, our classified board structure, the disproportionate voting rights of the Class B Common Stock (relative to the Class A Common Stock) and the authorization of our Board of Directors to issue up to 50 million shares of preferred stock without a stockholder vote. In addition, our Restated Certificate of Incorporation provides that after the time HLTH and its affiliates cease to own, in the aggregate, a majority of the combined voting power of our outstanding capital stock, stockholders may not act by written consent and may not call special meetings. These provisions apply even if an offer may be considered beneficial by some of our stockholders. If a change of control or change in management is delayed or prevented, the market price of our Class A Common Stock could decline. This excerpt taken from the WBMD 10-Q filed Nov 10, 2008. Provisions
in our organizational documents and Delaware law may inhibit a
takeover, which could adversely affect the value of our
Class A Common Stock
Our Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain provisions that could delay or prevent a
change of control or changes in our management and Board of
Directors that holders of our Class A Common Stock might
consider favorable and may prevent them from receiving a
takeover premium for their shares. These provisions include, for
example, our classified board structure, the disproportionate
voting rights of the Class B Common Stock (relative to the
Class A Common Stock) and the authorization of our Board of
Directors to issue up to 50 million shares of preferred
stock without a stockholder vote. In addition, our Restated
Certificate of Incorporation provides that after the time HLTH
and its affiliates cease to own, in the aggregate, a majority of
the combined voting power of our outstanding capital stock,
stockholders may not act by written consent and may not call
special meetings. These provisions apply even if an offer may be
considered beneficial by some of our stockholders. If a change
of control or change in management is delayed or prevented, the
market price of our Class A Common Stock could decline.
This excerpt taken from the WBMD 10-Q filed Aug 11, 2008. Provisions
in our organizational documents and Delaware law may inhibit a
takeover, which could adversely affect the value of our
Class A Common Stock
Our Certificate of Incorporation and Bylaws, as well as Delaware
corporate law, contain provisions that could delay or prevent a
change of control or changes in our management and Board of
Directors that holders of our Class A Common Stock might
consider favorable and may prevent them from receiving a
takeover premium for their shares. These provisions include, for
example, our classified board structure, the disproportionate
voting rights of the Class B Common Stock (relative to the
Class A Common Stock) and the authorization of our Board of
Directors to issue up to 50 million shares of preferred
stock without a stockholder vote. In addition, our Restated
Certificate of Incorporation provides that after the time HLTH
and its affiliates cease to own, in the aggregate, a majority of
the combined voting power of our outstanding capital stock,
stockholders may not act by written consent and may not call
special meetings. These provisions apply even if an offer may be
considered beneficial by some of our stockholders. If a change
of control or change in management is delayed or prevented, the
market price of our Class A Common Stock could decline.
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