68 Delaware law and provisions in our certific f atet of incorporatio t n and bylaws might g disc i ourage a ,e delay, a or prevent a change in contro t l of our company n or changes in our manage a ment and, therefor f e, depr e ess the trading i price of our common stoc t k. Provisions in our certificate of incorporation and bylaws may discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Therefor f e, these provisions could adversely affe f ct the price of our common stock. Among other things, our charter documents: • provide that vacancies on our board of directors may be filled only by a majo a rity of directors then in offi f ce, even though less than a quorum r ; • eliminate cumulative voting in the election of directors; • authorize our board of directors to issue shares of prefer f red stock and determine the price and other terms of those shares, including prefer f ences and voting rights, without stockholder approval; • provide our board of directors with the exclusive right to elect a director to fill a vacancy or newly created directorship; • permit stockholders to only take actions at a duly called annual or special meeting and not by written consent; • prohibit stockholders from calling a special meeting of stockholders; • require that stockholders give advance notice to nominate directors or subm u it proposals for consideration at stockholder meetings; • authorize our board of directors, by a majo a rity vote, to amend the bylaws; and • require the affi f rmative vote of at least 66 2/3% or more of the outstanding shares of common stock to amend many of the provisions described above. In addition, Section 203 of the General Corporation Law of the State of Delaware, or DGCL, prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affi f liates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years afte f r the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Any provision of our certificate of incorporation, bylaws, or Delaware law that has the effe f ct of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capi a tal stock and could also affe f ct the price that some investors are willing to pay for our common stock. Our bylaws provide d that the Court of Chancery of the Stat t et of Delaware and the federal dist i ri t ct courts of the United t Stat t es t of America will i be the exclusive forums for substantia t llyl alll disp i utes t between us and our stoc t kholde l rs, which couldl limit our stoc t kholde l rs’ ability i to obtai t n i a favorablel judicial forum for disp i utes t with i us or our dire i ctor t s, r offi f cers,s or empl m oy l ees. Our bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: • any derivative action or proceeding brought on our behalf;f • any action asserting a claim of breach of fiduciary duty; • any action asserting a claim against us arising under the DGCL, our certificate of incorporation, or our bylaws; and • any action asserting a claim against us that is governed by the internal-affairs doctrine. Our bylaws further provide that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.