Our variable rate inrlelzterlness subjects as to interest rate risk, which could cause our debt service obligations to increase significantly.
`
`Any borrowings under our revolving credit facility, which could significantly increase in the future, would bear interest at a variable rate. We
`have exposure for the variable interest rate borrowings under our revolving credit facility. As a result, an increase in interest rates could result in a
`substantial increase in interest expense, especially if our borrowings under our revolving credit facility increase.
`
`We are heavily (lepemlent an aar management infarmatian systems and aar ability ta maintain and upgrade these systems fram time ta time.
`
`The efficient operation of our business is heavily dependent on our internally developed management information systems (“MIS”). In
`particular, we rely on point-of-sale terminals, which provide information to our customized merchandise analysis and planning system used to track
`sales and inventory, and we rely on our Internet websites through which we sell merchandise to our customers. The merchandise analysis a11d
`planning system helps integrate our design, manufacturing, distribution and financial functions, and also provides daily financial and
`merchandising information. Although o11r software programs and data are backed 11p ar1d securely stored off-site, our servers and computer
`systems are located at our headquarters i11 Philadelphia, Pennsylvania. These systems and our operations are vulnerable to damage or interruption
`from:
`
`— fire, flood and other natural disasters;
`
`— power loss, computer systems failures, Internet and telecommunications or data network failures;
`
`— operator negligence, and improper operation by or supervision of employees;
`
`— physical and electronic loss of data or security breaches, misappropriation and similar events;
`
`— computer viruses; and
`
`— any failure to minimize any operational disruption in our systems caused by the planned relocation of our corporate headquarters and
`distribution operations from Philadelphia, Pennsylvania to southern New Jersey.
`
`Any disruption in the operation of our MIS, the loss of employees knowledgeable about such systems or our failure to continue to
`effectively modify such syste111s could interrupt our operations or interfere witl1 our ability to monitor‘ inventory, which could result in reduced net
`sales and affect our operations and financial performance. In addition, any interruption i11 the operation of our Internet websites could cause us to
`lose sales due to the inability of customers to purchase merchandise from us through our websites during such interruption.
`
`We also need to ensure that our systems are consistently adequate to handle our anticipated business growth and are upgraded as
`necessary to meet our needs. The cost of any such system upgrades or enhancements could be significant. As a result, our business and results of
`operations could be materially and adversely affected if our servers and systems were inoperable, inaccessible, or inadequate.
`
`From time to time, we improve and upgrade our MIS and the functionality of our Internet websites. If we are unable to maintain and upgrade
`our systems or Internet websites, or to integrate new and updated systems or changes to our Internet web sites in an efficient and timely manner,
`our business and results of operations could be materially and adversely affected.
`
`A cybersecurity incident could have a negative impact an. our business and results of operations.
`
`A eyber attack may bypass the security for our MIS causing an MIS security breach and leading to a material disruption of our MIS and/or
`the loss of business information and/or Internet sales. Such a cyber attack could result in any of the following:
`
`— theft, destruction, loss, misappropriation or release of confidential data or intellectual property;
`
`— operational or business delays resulting from the disruption of MIS a11d subsequent clean-up and mitigation activities;
`
`— negative publicity resulting in reputation or brand damage with our customers, partners or industry peers; and
`
`— loss of sales generated through our Internet websites through which we sell merchandise to customers, to the extent these websites are
`affected by a cyber attack.
`
`As a result, o11r business and results of operations could be materially and adversely affected.
`
`19
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`
`
`DMC Exhibit 2042_O19
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`As an apparel retailer, we rely on numerous thirdparties in the supply chain to produce and deliver the products that we sell, and our business
`may be negatively impacted by disruptions in the supply chain.
`
`If we lose tl1e services of o11e or 1nore of o11r sig11ifica11t suppliers or one or n1ore of tl1e1n fail to n1eet o11r product needs, we 111ay be u11able to
`obtain replacement merchandise in a timely manner. If our existing suppliers cannot meet our increased needs and we cannot locate alternative
`supply sources, we may be unable to obtain sufficient quantities of the most popular items at attractive prices, which could negatively impact our
`sales and results of operations. We obtain apparel and other merchandise from foreign sources, both purchased directly in foreign markets and
`indirectly through domestic vendors with foreign sources. To the extent that any of our vendors are located overseas or rely on overseas sources
`for a large portion of their products, any event causing a disruption of imports, including the imposition of import restrictions, could harm our
`ability to source product. This disruption could materially limit the merchandise that we would have available for sale and reduce our sales and
`earnings. The flow ofmerchandise from our vendors could also be materially and adversely affected by finan cial or political in stability, or war, in or
`affecting any of the countries in which the goods we purchase are manufactured or through which they flow. Trade restrictions in the form of tariffs
`or quotas, cmbargocs and customs restrictio11s that are applicable to the products that we sell also could affect the import of those products and
`could increase the cost and reduce the supply of products available to us. Any material increase in tariff levels, or any material decrease in quota
`levels or available quota allocation. could negatively impact our business. Further, changes i11 tariffs or quotas for merchandise imported from
`individual foreign countries could lead us to shift our sources of supply among vario11s countries. Any s11cl1 shift we undertake in the future could
`result in a disruption of our sources of supply and/or an increase in product costs, and lead to a reduction in our sales and earnings. Supply chain
`security initiatives undertaken by the United States government that impede the normal flow of product could also negatively impact our business.
`In addition, decreases in the value of the United States dollar against foreign currencies could increase the cost of products that we purchase fron1
`overseas vendors.
`
`We also face a variety of other risks generally associated with relying on vendors that do business in foreign markets and import
`merchandise from abroad, such as:
`
`— political instability or the threat of terrorism, particularly in countries where our vendors source merchandise;
`
`— enhanced security measures at United States and foreign ports, which could delay delivery of imports;
`
`— imposition ofnew or supplemental duties, taxes and other charges on imports;
`
`— delayed receipt or non-delivery of goods due to the failure of foreign-source suppliers to comply with applicable import regulations;
`
`— delayed receipt or non-delivery of goods due to organized labor strikes or unexpected or significant port congestion at United States
`ports; and
`
`— local business practice and political issues. including issues relating to compliance with domestic or international labor standards, which
`may result i11 adverse publicity.
`
`The United States may impose new initiatives that adversely affect the trading status of countries where apparel is manufactured. These
`initiatives may include retaliatory duties or other trade sanctions that, if enacted, would increase the cost of products imported from countries
`where our vendors acquire merchandise. Any of these factors could have a material adverse effect on our business and results of operations.
`
`We could be materially and adversely affected if our distribution operations are disrupted
`
`To support o11r distribution of product throughout the world, we currently operate our n1ain distribution facility a11d one significantly smaller
`distribution facility, both in Philadelphia, Pennsylvania. We plan to relocate our distribution operations from Philadelphia, Pennsylvania to
`southern New Jersey. Our distribution operations (which are currently split between our main distribution center at North 5th Street in Philadelphia
`a11d our distribution facility in the Philadelphia Navy Yard) will move approximately 23 miles from the current North 5tl1 Street distribution center to
`a new 406,000 square foot build-to-suit distribution center to be built in Florence Township, New Jersey. We expect this move to occur in early to
`mid 2015. Finished garments from contractors and other manufacturers are inspected and stored in our distribution facilities. We do not have other
`distribution facilities to support our distribution needs. If our main distribution facility were to shut down or otherwise become inoperable or
`inaccessible for any reason (such as, for example, due to natural disasters, like Hurricane Sandy, which affected our region in early fiscal 2013, or
`due to our failure to manage the distribution operations relocation with minimal disruption), we could incur significantly higher costs and longer
`lcad times associated with the distribution of our products to our stores and to our third-party retailers during the time it takes to reopen or replace
`this facility. In light of our strategic emphasis on rapid replenishment as a competitive strength, a distribution disruption might have a
`disproportionately adverse effect on our operations and profitability relative to other retailers. In addition, the loss or material disruption of service
`fron1 any of our shippers for any reason, whether d11e to freight difficulties, strikes, natural disaster or other difficulties at our principal transport
`providers or otherwise, could have a material adverse impact on our business and results of operations.
`
`20
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`
`
`DMC Exhibit 2042_020
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`We could be materially and adversely affected we are unable to obtain sufficient rim: materials or maintain satisfactory manufacturing
`arrangements.
`
`V\7e do 11ot ow11 any n1a11ufacturi11g facilities and therefore depend on third parties to manufacture o11r products. We place our orders for
`production of merchandise a.nd raw materials by purchase order a11d do not have any long—tern1 contracts with any manufacturer or supplier. We
`compete with many other companies, many of which are larger and have substantially greater financial and other resources than us, for production
`facilities and raw materials. Furthermore, we have received in the past, and may receive in the future, shipments of products from manufacturers that
`fail to conform to our quality control standards or environmental standards. ln such event, unless we are able to obtain replacement products in a
`ti111ely 111a11ner, we may lose sales. We have no ability to control the environmental compliance (including compliance with climate change
`requirements) of these third—party manufacturers. If we fail to maintain favorable relationships with these third parties, or if we cannot obtain an
`adequate supply of quality raw materials on commercially reasonable term s, it could have a material adverse impact on our business, financial
`condition and results of operations.
`
`Fluctuations in commodity prices could result in an increase in component costs, delivery costs and overall product costs.
`
`The results of our business operations could suffer due to significant increases or volatility in the prices of certain commodities, including
`but not limited to cotton, wool and other ingredients used in the production of fabric and accessories, as well as filel, oil and natural gas. In
`addition, increases in the price of food and food commodities may result in increased labor rates related to textile and apparel production. Increases
`in prices of thcsc commodities or othcr inflationary prcssurcs may result in significant cost increases for our raw materials, product components
`and finished products, as well as increases in the cost of distributing merchandise to our retail locations and shipping products to our customers.
`For example, in the latter part of fiscal 2011 and for most of fiscal 2012, we experienced product cost of sales increases due, in part, to the increased
`cost of cotton as well as, to a lesser extent, increased labor rates in certain production coimtries. To the extent we are unable to offset any such
`increased costs through value engineering and similar initiatives, or through price increases, our profitability, cash flows and financial condition
`may be materially and adversely impacted. lfwe choose to increase prices to offset the increased costs, our unit sales volumes could be adversely
`impacted.
`
`Our stores are heavily dependent on the customer traffic generated by shopping malls.
`
`We depend heavily on locating our stores in successful shopping malls in order to generate customer traffic. We cannot control the
`development of new shopping malls, the availability or cost of appropriate locations within existing or new shopping malls or the success of
`existing or new mall stores.
`
`The success of all of o11r mall stores will depend, in part, on the ability of each n1all’s anchor tenants, such as large department stores, other
`tenants and area attractions to generate consumer traffic in the vicinity of our stores, and the continuing popularity of malls as shopping
`destinations. Many traditional enclosed malls are experiencing significantly lower levels of customer traffic than iii the past, driven by overall poor
`economic conditions as well as the closure of certain mall anchor tenants. Sales volume and mall traffic may be materially and adversely affected by
`economic downturns in a particular area, the closing of anchor tenants or competition from non-mall retailers and other malls where we do not have
`stores.
`
`Our success depends on our ability to identify and rapidly respond to fashion trends.
`
`The apparel industry is subject to rapidly changing fashion trends and shifting consumer demands. Accordingly, our success depends on
`the priority that our target customers place on fashion and our ability to anticipate, identify and capitalize on emerging fashion trends. Our ability or
`our failure to anticipate, identify or react appropriately to changes i11 styles or trends could lead to, among other things, excess inventories and
`higher markdowns, as well as the decreased appeal of our brands. Particular fashion trends, or an inaccuracy of our forecasts regarding fashion
`trends, could have a material adverse effect on our business, financial condition and results of operations. For example, in the past we were
`negatively impacted from the popularity of certain styles in the non-maternity women’s apparel market, such as trapeze and baby-doll dresses and
`tops, which can more readily fit a pregnant woman early i11 her pregnancy than typical non-maternity fashions.
`
`Th efailure to attract and retain highly skilled and qualified senior management personnel could have a material adverse impact on our
`business and results of operations.
`
`Our business requires disciplined execution at all levels of our organization in order to timely deliver a11d display fashionable merchandise in
`appropriate quantities in our stores. This execution requires experienced and talented management. We currently have a management team with a
`great deal of experience with us and in apparel retailing. If we were to lose the benefit of this experience, our business and results of operations
`could be materially and adversely affected.
`
`In addition, as our business expands, we believe that our success will depend greatly on our continued ability to attract and retain highly
`skilled and qualified personnel. There is a high level of competition for personnel in the retail industry. Like most retailers, we experience significant
`employee tumover rates, particularly among store sales associates and managers, and our continued growth will require us to hire and train even
`more new personnel. We therefore must continually attract, hire and train new
`
`21
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`
`
`DMC Exhibit 2042_O21
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`perso11r1el to meet o11r staffing needs. \Ve co11star1tly compete for qualified personnel with co111par1ies in our industry and ir1 other industries. A
`significant increase in the turnover rate among our sales associates and managers would increase our recruiting and training costs and could
`decrease our operating efficiency and productivity. If we are unable to retain our employees or attract, train, assimilate or retain other skilled
`personnel in the future, we may not be able to service our customers as effectively, which could impair our ability to increase sales and could
`otherwise harm our business.
`
`Our quarterly operating results and inventory levels may fluctuate significantly as a result ofseasonality in our business.
`
`Our business, like that of other retailers, is seasonal. Results for any quarter are not necessarily indicative of the results that may be achieved
`for a full fiscal year. Quarterly results may fluctuate materially depending upon, among other things, increases or decreases in comparable sales, the
`timing of new retail location openings, the timing of retail location closings, net sales and profitability contributed by new retail locations, the timing
`of the fulfillment of purchase orders under our product, license brand and international business arrangements, adverse weather conditions, shifts
`in the timing of certain holidays and promotions, changes in inventory and production levels and the timing of deliveries of inventory, and changes
`in our merchandise mix. Our quarterly net sales have historically been highest in our third fiscal quarter, corresponding to the peak Spring selling
`season. Given the historically higher sales level in our third fiscal quarter and the relatively fixed nature of most of our operating expenses, we have
`typically generated a very significant percentage of our full year operating income and net income during our third fiscal quarter. Thus, any factors
`which result in a material reduction of our sales for the third quarter could have a material adverse effect on our results of operations for our fiscal
`year as a whole. Seasonal fluctuations in sales also affect our inventory levels, as we usually order merchandise in advance of peak selling periods
`and sometimes before new fashion trends are confirmed by customer purchases. We must carry a significant amount of inventory, especially before
`the peak Spring selling season. If we are not successful in selling our inventory during this period, we may be forced to rely on markdowns or
`promotional sales to sell the excess inventory or we may not be able to sell the inventory at all, which could have a material adverse effect on our
`business, financial condition and results of operations.
`
`Ifan independent contract manufacturer violates labor or other laws, or is accused of violating any such laws, or
`divergefrom those generally accepted as ethical, it could harm our business and brand image.
`
`their labor practices
`
`V\7hile we maintain policies a11d guidelines with respect to labor practices that independent manufacturers that produce goods for us are
`contractually required to follow, and while we have an independent firm and Company employees inspect certain manufacturing sites to monitor
`compliance, we cannot control the actions of such manufacturers or the public’s perceptions of them. nor can we assure that these manufacturers
`will conduct their businesses using ethical or legal labor practices. Apparel companies can be held jointly liable for the wrongdoings of the
`manufacturers of their products. While many of our independent manufacturers are routinely monitored by buying representatives, who assist us in
`the areas of compliance, garment quality a11d delivery, we do not control the manufacturers’ business practices or their employees’ employment
`conditions, and manufacturers act in their ow11 interest which may be in a manner that results in negative public perceptions of us, and/or employee
`allegations against us, or court determinations that we are jointly liable. Violations of law by our importers, buying agents, independent
`manufacturers or distributors could result in delays in shipments and receipt of goods and could subject us to fines or other penalties, any of which
`could restrict our business activities, increase our operating expenses or cause our sales to decline.
`
`We may be unable to protect our trademarks and other intellectualproperty and may be subject to liability ifwe are alleged to have infringed
`on another party '3' intellectu al property.
`
`We believe that our trademarks. service marks and other intellectual property are important to our continued success and our competitive
`position due to their recognition with our customers. V»7e devote substantial resources to the establishment and protection ofour trademarks,
`service marks and other intellectual property. Although we actively protect our intellectual property, there can be no assurance that the actions that
`we have taken to establish and protect our trademarks, service marks and other intellectual property, including our rights in our management
`information systems and our proprietary rights in products for which we have applied for or received patent protection (for example, our Secret Fit
`Belly® innovation), will be adequate to prevent imitation of our marks, products or services by others or to prevent others from seeking to block
`sales of our products as a violation of their trademarks, service marks or other proprietary rights. For example, in October 201 2 we filed a lawsuit
`against Target Corporation and others for infringement of our proprietary patented Secret Fit Belly technology. There is no guarantee that this
`effort to enforce our rights will be successful. Also, others may assert rights i11, or ownership of, our trademarks and other proprietary rights or may
`allege that we have or are infringing on their intellectual property rights and we may not be able to successfiilly resolve these types of conflicts. In
`addition, the laws of certain foreign countries may not protect our trademarks and proprietary rights to the same extent as do the laws of the United
`States. We cannot assure you that these registrations will prevent imitation of o11r 11ar11e, merchandising concept, store design or private label
`merchandise, or the infringement of our other intellectual property rights by others. Imitation of our name, merchandising concept, store design or
`private label merchandise in a manner that projects lesser quality or carries a negative connotation of our brand image could have a material adverse
`effect on our business, financial condition and results of operations. Additionally, the high expense in both prosecuting and defending against,
`and potential liability related to. alleged infringements of intellectual property rights could be substantial and could have a material adverse effect
`on our business, financial condition and results of operations.
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`
`
`DMC Exhibit 2042_022
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`any thirdparty with whom we have a leased department,
`Ifclimate change lmvs or regulations were to become applicable to our business, or
`licensed brand or international business relationship imposed reporting or other obligations on us due to their own compliance programs, we
`could incur additional expense to meet the requirements and our_failure to comply could have a material adverse effect on our business.
`
`With respect to manufacturing within the United States, United States Environmental Protection Agency (“EPA”) greenhouse gas (“GHG”)
`en1issior1 reporting rules require certain United States manufacturers to report GHG emissions. These rules are unlikely to require reporting of o11r
`third—party contract apparel manufacturers because the amount of emissions from retail stores and apparel manufacturing facilities are currently
`estimated to be below the EPA reporting threshold. With respect to manufacturing outside of the United States, international treaties, such as the
`Kyoto Protocol and the Copenhagen Protocol, do not currently require the countries in which our non-United States contract apparel
`manufacturers are located to control GHG emissions and it is unlikely that climate change requirements in the foreseeable future will require
`significant GHG emission reductions on our non-United States contract apparel manufacturers. Our manufacturers are required to follow all
`applicable laws, including climate change laws. If domestic or international laws or regulations were expanded to require GHG emission reporting or
`reduction by us or our third-party contract apparel manufacturers, or if we en gage third-party contract manufacturers in countries that have existing
`GHG emission reporting or reduction laws or regulations, we would need to expend financial and other resources to comply with such regulations
`and/or monitor our third-party contract apparel manufacturers’ compliance with such regulations. In addition, we cannot control the actions of our
`third-party manufacturers or the public’s perceptions of them, 11or can we assure that these manufacturers will conduct their businesses using
`climate change proactive or sustainable practices. Violations of climate change laws or regulations by third parties with whom we do business
`could result ir1 negative public perception of 11s and/or delays i11 shipments and receipt of goods, and could subject us to fines or other penalties,
`any of which could restrict our business activities, increase our operating expenses or cause our sales to decline.
`
`Some retailers have adopted “sustainability” or other policies that encourage or require suppliers to report and/or reduce GHG emissions. No
`third party with whom we have a leased department, licensed brand or international franchise relationship currently requires us to report GHG
`emissions to them. However, we expect that certain of these third parties may do so in the future, which would require us to expend financial and
`other resources to comply with such requirements. In addition. if such requirements are imposed on us, our relationship with such third parties
`could be damaged if we were unable to comply.
`
`Changes in the health care regulatory environment could cause us to incur additional expense and ourfailure to comply with related legal
`requirements could have a material adverse effect on our business.
`
`In 2010. the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in
`tl1e United States. This legislation expands health care coverage to many uninsured individuals a11d expands Coverage to those already insured.
`The changes required by this legislation could cause us to incur additional health care and other costs.
`
`The costs and other effects of other new legal requirements cannot be determined with certainty. For example, new legislation or regulations
`may result in increased costs directly for our compliance or indirectly to the extent such requirements increase prices of goods and services
`because ofincreased compliance costs or reduced availability ofraw materials.
`
`War or acts of terrorism or the threat of either may negatively impact availability of merchandise and otherwise adversely impact our business.
`
`In the event of war or acts of terrorism, or if either is threatened, our ability to obtain merchandise available for sale and consumer demand for
`our merchandise may be negatively affected. A substantial portion of our merchandise is imported from other countries. In addition, we not only
`generate sales in the United States and Canada through our own retail locations, but also i11 foreign countries through our international franchise
`relationships. If goods become difficult or impossible to import into the United States, and if we cannot obtain such merchandise from other
`sources at similar costs, o11r sales and profit margins maybe materially and adversely affected. Further, if consumer demand in any country where
`we do business is negatively affected, our sales in such country would suffer. In the event that commercial transportation is curtailed or
`substantially delayed, our business may be materially and adversely impacted, as we may have difficulty shipping merchandise to our main
`distribution facility, retail locations, and licensed brand and international business partners, as well as fulfilling Internet orders.
`
`The terms of our debt instruments imposefinancial and operating restrictions.
`
`Our credit facility contains restrictive covenants that limit our ability to engage in activities that may be in our long term best interests. These
`covenants limit or restrict, among other things, our ability to:
`
`— incur additional indebtedness‘,
`
`— pay dividends or make other distributions i11 respect of our equity securities, or purchase or redeem capital stock, or make certain
`investments;
`
`Source: Destination Maternity Corp, 10—K, 12/13/2013 | Powered by Intelligize
`
`
`
`DMC Exhibit 2042_023
`
`Target v. DMC
`|PR2013-00530, 531, 532, 533
`
`

`
`— have our subsidiaries pay dividends, make loans or transfer assets to us;
`
`— sell assets, including the capital stock of our subsidiaries:
`
`— enter into any transactions with our affiliates;
`
`— transfer a11y capital stock of any subsidiary or permit any subsidiary to issue capital stock;
`
`— create liens;
`
`— enter into certain sale/leaseback transactions;
`
`— effect a consolidation or merger or transfer of all or substantially all of our assets; and
`
`— engage in other lines ofbusiness unless reasonably related to our existing business.
`
`These limitations and restrictions may materially and adversely affect our ability to finance our future operations or capital needs or engage in
`other business activities that may be in our best interests. In addition, our ability to borrow under the credit facility is subject to borrowing base
`requirements. If we breach any of the covenants in our credit facility, we may be in default under our credit facility. If we default, the lender under
`our credit facility could declare all borrowings owed to them, including accrued interest and other fees, to be due and payable.
`
`Our charter documents contain certain anti-takeover provisions, and we are entitled to certain other protective provisions under Delaware law.
`
`We are a Delaware corporation and the anti—takeover provisions of Delaware law impose various impediments to the ability of a third party to
`acquire control ofthe Company, even ifa change of control would be beneficial to our existing stockholders. We also have adopted a stockholder
`rigl1ts plan, commonly known as a “poison pill,” that entitles our stockholders to acquire additional shares of us, or a potential acquirer of us, at a
`substantial discount to thcir market value in t11c cvcnt of an attempted takcovcr. In addition, our amcndcd and rcstatcd ccrtificatc of incorporation
`and bylaws co11tain provisions that may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider
`favorable by. among other things:
`
`—
`
`—
`
`—
`
`authorizing the issuance of preferred stock, the terms of which may be determined at the discretion of our Board of Directors;
`
`restricting the ability of stockholders to call special meetings of stockholders; and
`
`establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be
`acted on by stockholders at meetings.
`
`These provisions may also reduce the market value of our common stock.
`
`Ifwe are