(5) A provision which requires for any purpose a lesser proportion of the
votes of all classes or of any class of stock than the proportion required by this article
for that purpose, but this proportion may not be less than a majority of all the votes
entitled to be cast on the matter;

(6) A provision which divides its directors into classes and specifies the
term of office of each class;

(7) A provision for minority representation through cumulative voting in
the election of directors and the terms on which cumulative voting rights may be
exercised; [and]

(8) A provision which varies in accordance with § 2-405.2 of this title the
standards for liability of the directors and officers of a corporation, for money
damages; AND

(9) A PROVISION THAT ALLOWS THE BOARD OF DIRECTORS, IN
CONSIDERING A POTENTIAL ACQUISITION OF CONTROL OF A THE CORPORATION, TO
CONSIDER THE EFFECT OF THE POTENTIAL ACQUISITION OF CONTROL ON:

(I) STOCKHOLDERS, EMPLOYEES, SUPPLIERS, CUSTOMERS, AND
CREDITORS OF THE CORPORATION; AND

(II) COMMUNITIES IN WHICH OFFICES OR OTHER
ESTABLISHMENTS OF THE CORPORATION ARE LOCATED.

(C) THE INCLUSION OR OMISSION OF A PROVISION IN THE CHARTER THAT
ALLOWS THE BOARD OF DIRECTORS TO CONSIDER THE EFFECT OF A POTENTIAL
ACQUISITION OF CONTROL ON PERSONS SPECIFIED IN SUBSECTION (B)(9) OF THIS
SECTION DOES NOT CREATE AN INFERENCE CONCERNING FACTORS THAT MAY BE
CONSIDERED BY THE BOARD OF DIRECTORS REGARDING A POTENTIAL ACQUISITION
OF CONTROL.

2-201.

(C) (1) THE BOARD OF DIRECTORS OF A CORPORATION MAY, IN ITS SOLE
DISCRETION:

(I) SET THE TERMS AND CONDITIONS OF RIGHTS, OPTIONS, OR
WARRANTS UNDER A STOCKHOLDER RIGHTS PLAN; AND

(II) ISSUE RIGHTS, OPTIONS, OR WARRANTS UNDER A
STOCKHOLDER RIGHTS PLAN TO DESIGNATED PERSONS OR CLASSES OF PERSONS.

(2) THE RIGHTS, OPTIONS, OR WARRANTS UNDER PARAGRAPH (1) OF
THIS SUBSECTION MAY, IN THE SOLE DISCRETION OF THE BOARD OF DIRECTORS,
INCLUDE ANY LIMITATION, RESTRICTION, OR CONDITION THAT:

(I) PRECLUDES, LIMITS, INVALIDATES, OR VOIDS THE EXERCISE,
TRANSFER, OR RECEIPT OF THE RIGHTS, OPTIONS, OR WARRANTS BY DESIGNATED
PERSONS OR CLASSES OF PERSONS IN SPECIFIED CIRCUMSTANCES; OR