EFTA01366524.pdf

Amendment #4 Page 95 of 868 !Alt of Comm', common stock on a combined bass As a result we wit be considered a 'controted company' for the pipases of the NASDAQ Global Select Market listing requirements As a 'controlled company,' we will be permitted to opt Oct of tne NASDAQ Global Select Market i sting requirements that would require 0) a rretcrity of the members of our board Cl directors to be irdependent 00 that we establish a compensation committee and a nominating and governance commitee each composed enerety of independent directors or (m) an annual performance evaluation of the nominating and governance and compensation commdees We irlend to rely on exceptons writ, respect to having a mapnty of independent directors, establishing a compensation committee or nomrating corrrndee and anadi performance evaltotoos of such commtlees Tre NASDAQ Global Select Market lestng requirements are intended to ensure Me drectors who meet the independence standard are free of any conflicting interest tret coact inficence their actions as drectors As further desonbed above in'—Risks related to Ors relatonshp with our Sponsor.' d is possible that the interns of as Sponsor nay in some crcumstances conflict wen our interests and the interests d holders of our Glass A common stock Should Oct Sponsors interests differ from those of other slockhotiers Ire other SIOCkrOlderS may not nave the same protections afforded to stockholders of oompanes that are subect to at of the corporate governance rules for listed companies Cur status as a controlled company cou4 make cur Class A common stock less anraceve so some irreestors or otherwise harm Or! stock price Provisions of our charter docwnents or Dana.* law could delay or prevent an acquisition of us, oven If the acquisition would be beneficial to holders *four Class A common stock, and could make it mom difficult for you to change management Prompons of Olt amended and restated cerhfrate of incorporation and bylaws may discourage, delay cc prevent a merger acqusslion or other cl-onge ri control that holders of our Class A common stock may consider favorable. 1-Ckiding transactions in whch such StOCItholdn might otherwise acorn a premium for their shares This is because theSe provisions may prevent or frustrate Steers:CS by StOCIVIKdderS to replace or remove members of ors management These prcmsions include • a prohibition on stockholder action through writ*, consent once as Sponsor Ceara to hold a mationty of Ire contaneci voting power of our common dock • a requirerrent that special meebrigs of stockholders be called upon a resolution approved by a maprity of our &odors then in office. • the nght of our Sponsor as he holder al as Class B common stock. to appoirt up to two addoonal directors to our board of directors • advance notice requirements for stockholder proposals and nominations. and • the *Worry of the board of directors to Issue preferred stock with itch terms as the board of directors may determine Section 203 of the Delaware General Corporation Law. or the 'DGCL • prchibts a publicly held Delaware corporalon from engaging n a business combination with an interested stockholder generally a person that together with its atlases owns or Mho the last three years has owned 15% of voting stock for a period of three years after the dote of the transaction in which the person became an interested stockhddet. unless the txrsiness comOnation is approved in a prescribed noisier As a result d these provisions in at charter documents following the completon of the Organ2alonal Transactions and Delaware law the price investors may be wiring to pay the 'duce for stores dots Class A common stock may be limited See 'Description of captal stock —Antitakeover effects of Deaware law and our certified° of incorporation and bylaws' 87 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058052 CONFIDENTIAL SDNY GM_00204236 EFTA01366524