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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
Under the DGCL, the power to adopt, alter and repeal bylaws is vested in the stockholders, except to the extent that a corporations certificate of incorporation vests concurrent power in the board of directors. The New Charter bylaws may be adopted, made, amended, supplemented or repealed (i) by the New Charter board of directors by vote of a majority of the board or (ii) by the stockholders by the affirmative vote of the holders of a majority of the shares of capital stock present or represented by proxy and entitled to vote thereon at a meeting of the stockholders.
As discussed under Other AgreementsBHN/Liberty Stockholders AgreementAmendment and Modification, in the BHN/Liberty stockholders agreement, New Charter has contractually agreed to certain approval requirements for amendments to New Charters amended and restated certificate of incorporation and amended and restated bylaws.
Delaware Anti-Takeover Statute
Delaware corporate law contains a business combination statute (DGCL Section 203) that protects domestic corporations from hostile takeovers and from actions following such a takeover, by prohibiting some transactions once an acquiror has gained a significant holding in the corporation. Delaware corporate law generally prohibits business combinations, including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporations voting stock, within three years after the person or entity becomes an interested stockholder, unless:
These restrictions on interested stockholders do not apply under some circumstances, including if the corporations original certificate of incorporation contains a provision expressly electing not to be governed by the Delaware statute regulating business combinations, or if the corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by these provisions of Delaware corporate law (and such amendment is duly approved by the stockholders entitled to vote thereon).
New Charter will not opt out of DGCL Section 203.
New Charters amended and restated certificate of incorporation will provide that, only upon the termination of the BHN contribution agreement, in addition to any other vote required by law, a business combination (as will be defined therein) involving an interested stockholder, defined as a holder of at least 10% of New Charters voting stock, or an affiliate or associate of such interested stockholder, must receive the following approvals: (i) a majority of the directors who are not affiliates or associates or representatives of the interested stockholder shall have determined that the business combination and consideration to be received is fair to New Charter and its stockholders (other than any stockholder that is an interested stockholder or any affiliates or associates of such