Our amended and restated certificate
of incorporation, amended and restated bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, that are intended to enhance the likelihood
of continuity and
stability in the composition
of our board
of directors and to discourage certain types
of transactions that may
involve an actual or threatened acquisition
of our
company.
Arbitrated major reimbursement disputes between hospitals and health care plans and insurance
companies involving issues
of reasonable value, Medicare coverage, use
of leased networks,
stability determinations and alleged inappropriate coding