EFTA01366730.pdf

Amendment #4 Page 301 of 868 *Mr fl to! ent. • upon corsurnmaton d the transaction that resulted in the stockholder beconvng an interested stockholder. the interested stockholder owned at least 85% of the young stock odstaneng at the tune the transaction commenced excluding certain shares, or • at or stbseguent to that lime. the business corribnaticn is approved by cur board of directors and by to affinmeve vote of holders of al least 66 93% of the outstarding voting stock at is rot owned by the interested stockholder. Generally, a 'business combnatorf includes a merger, asset or stock safe or otter transscton resulting ins hence' benefit to the interested stockholder Sutject to certain exceptions. an 'interested stockholder is a person who, together with that personl affiliates and associates, owns, or wtnin the prevouti wee years did own, 15% or more of our voting stock Under certain circumstances. Section 203 makes t mole effete for a person who would be en 'interested stockholder to effect various tameness COmlanatene with a corporation for a three-year period The provisions of Section 203 may encourage corrpanes interested in scouring us to negotiate in advance with our board of dreCtOrS because the stockholder apprOval requirement wodd be avoided d our board of directors *prates ether ere tusiness oambination a the transaction that results in the SIOCSMOICIer teCCenirg an interested stccincider These tx0viSiOnS also may make R more difficult to accomplish transactor* that stockholders may otheniese deem to be in their test irterests Removal of directors Our amended and restated centlicate of incorporation will provide esteem director (other than a Sponsor Deagnated Deector) who, at the time of his or her met recent electron or apportment to a term on our board of directors was en employee ol our company or our Sponsor or any ce our or its subsodenes ceases to be employed by us or our Sponsor or any of Ott or its skinidtanes ding such term as drector, such director shall no longer be oar:ied to toadied°, and shall ermedialety cease to be a director without any further aeon tritest otteNrse deterMned by our toed of directors in addition Oil amended and restated certificate of (corporation will provide, in accordance with the DGCL and steed to our Sponsors drector designation ngms and any speedl voting nerds of any senes d preferred stock trek we may issue in the lubse, that stockholders ney remove directors. with or wthout cause by a rowdy vote Amendments Any amendments to our amended and restated certicate of ncorporation Spec! to Ire rights of holders or our preferred stock, regarong the provisions Meted sumnanzed under *—Corporate opportunity' or '—Artnaleover effects of Delaware taw and our certificate of incorporation and Piton" wit require tne alternative vote of at least 6693% of re voting power of all shares d cur common stock then outstanding 293 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-0058258 CONFIDENTIAL SDNY_GM_00204442 EFTA01366730