EX-4.6





 Exhibit 4.6 
  

DESCRIPTION OF REGISTRANT’S SECURITIES 

The following brief description of the capital stock of MagnaChip Semiconductor Corporation (“us”, “our”, “we”,
or the “Company”) is a summary. This summary is not complete and is subject to and qualified in its entirety by reference to the complete text of our Certificate of Incorporation (“Certificate of Incorporation”), and our Amended
and Restated Bylaws (“Bylaws”) previously filed with the U.S. Securities and Exchange Commission and incorporated by reference as an exhibit to this Annual Report on Form 10-K of which this Exhibit
4.6 forms a part. We encourage you to read the Certificate of Incorporation and Bylaws carefully. 
 General 

The Certificate of Incorporation provides that the Company may issue 155,000,000 shares of capital stock, of which 150,000,000 shares are
designated as common stock, par value $0.01 per share, and 5,000,000 shares are designated as of preferred stock, par value $0.01 per share. 
 Common
Stock 
 Voting Rights 
 Holders of
our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Our stockholders do not have cumulative voting rights in the election of directors. Except as required by law or our
Certificate of Incorporation and Bylaws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present will be sufficient for the transaction of any business at a meeting. 

Dividends 
 Subject to preferences held
by, or that may be granted to, any outstanding shares of preferred stock, holders of our common stock will be entitled to receive ratably those dividends as may be declared by our board of directors out of funds legally available for such
distributions, as well as any other distributions made to our stockholders. 
 Other Rights 

In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all of our assets
remaining after we pay our liabilities and any liquidation preferences granted to the holders of outstanding shares of preferred stock. 

Holders of our common stock have no preemptive or other subscription or conversion rights. 

There are no redemption or sinking fund provisions applicable to our common stock. 

Preferred Stock 
 The Certificate of
Incorporation authorizes the issuance of 5,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is
empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. The preferred stock could
be utilized as a method of discouraging, delaying or preventing a change in control of us. 












 Exhibit 4.6 
  

Certain Anti-Takeover Effects of Delaware Law 

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), regulating corporate
takeovers and which has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common
stock. In general, those provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder,
unless: 
  

	•	 	 the transaction is approved by the board of directors before the date the interested stockholder attained that
status; 


  

	•	 	 upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or 


  

	•	 	 on or after such date, the business combination is approved by the board of directors and authorized at a meeting
of stockholders, and not by written consent, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. 



In general, DGCL Section 203 defines a business combination to include the following: 

 

	•	 	 any merger or consolidation involving the corporation and the interested stockholder; 



 

	•	 	 any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the
interested stockholder; 


  

	•	 	 subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any
stock of the corporation to the interested stockholder; 


  

	•	 	 any transaction involving the corporation that has the effect of increasing the proportionate share of the stock
of any class or series of the corporation beneficially owned by the interested stockholder; or 


  

	•	 	 the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other
financial benefits provided by or through the corporation. 


 In general, DGCL Section 203 defines an interested
stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person. 

A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its
certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of this provision. 












 Exhibit 4.6 
  

Certain Provisions of the Certificate of Incorporation and Bylaws 

Provisions in the Certificate of Incorporation and Bylaws may have the effect of delaying or preventing a change of control or changes in our
management. Among other things, the Certificate of Incorporation and Bylaws: 
  

	•	 	 authorize our board of directors to issue, without stockholder approval, preferred stock with such terms as our
board of directors may determine; 


  

	•	 	 prohibit action by written consent of our stockholders; 



 

	•	 	 prohibit any person other than our board of directors, the chairman of our board of directors, our Chief
Executive Officer or holders of at least 25% of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors to call a special meeting of our stockholders; and



  

	•	 	 specify advance notice requirements for stockholder proposals and director nominations. 



Our common stock is listed on The New York Stock Exchange under the symbol “MX.” 

Transfer Agent and Registrar 
 The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.