CASH 2018 Special Proxy Statement

majority of the disinterested directors of Meta, or (3) at no more than the market price and with the approval of a majority of the disinterested directors of the board of directors of Meta. • requires that certain business combinations (as defined in Meta’s certificate of incorporation) between Meta (or any majority-owned subsidiary thereof) and a 10% or more stockholder either (1) be approved by at least 75% of the total number of outstanding shares of Meta voting common stock, voting as a single class, (2) be approved by a majority of the disinterested directors of Meta or (3) involve consideration per share of stock generally equal to that paid by such 10% stockholder when it acquired its block of stock. In addition to the provisions contained in Meta’s certificate of incorporation and Meta’s by-laws, Meta has not opted out of the requirements of Section 203 of the DGCL, which provides that Meta is prohibited from engaging in a business combination with a person or group of affiliates owning at least fifteen percent of the voting power of Meta (an “interested stockholder”) for a period of three years after such interested stockholder became an interested stockholder unless (a) before the stockholder became an interested stockholder, the Meta board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of Meta outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (c) at or subsequent to the time the stockholder became an interested stockholder, the business combination is approved by the Meta board of directors and authorized by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder at an annual or special meeting of Meta stockholders. 131