Common use of Advance Notice of Stockholder Business Clause in Contracts

Advance Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the meeting: (1) pursuant to the Corporation’s notice of meeting; (2) by or at the direction of the board of directors; or (3) by any stockholder of the Corporation who is a stockholder of record both at the time of the giving of the notice provided for in this Section 2.4 and at the time of the meeting, who shall be entitled to vote at such meeting and who shall have complied with the notice and other requirements set forth in this Section 2.4; this clause (3) shall be the exclusive means for a stockholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. (b) For any such business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (a) of this Section 2.4, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a stockholder’s notice in writing must be delivered to the Secretary at the principal executive offices of the Corporation and received by the secretary not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of the meeting is first made, whichever occurs first. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (1) as to each matter the stockholder proposes to bring before the annual meeting, a brief description of the business to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws of the Corporation, the text of the proposed amendment); (2) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), the Proposing Stockholder Information (as defined below); (3) any material interest of the stockholder and of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between such stockholder and any Stockholder Associated Person, and any other person or persons (including their names) in connection with the proposal of such business by the stockholder; (5) a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such business; and (6) a representation as to whether the stockholder or any Stockholder Associated Person is, or intends to be, part of a Group (as defined below) that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of stockholders called pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4, such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by clause (b)(6) of this Section 2.4); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (e) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws to state law or the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to this Section 2.4 (including clause (a)(3) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act. (f) This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (g) For purposes of these bylaws,

Advance Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, conducted as shall have been properly brought before the meeting: . To be properly brought before an annual meeting, business must be brought: (1A) pursuant to the Corporation’s notice of proxy materials with respect to such meeting; , (2B) by or at the direction of the board Board of directors; or Directors, or (3C) by any a stockholder of the Corporation who (1) is a stockholder of record both at the time of the giving of the notice provided for in required by this Section 2.4 2.4(i) and at on the time record date for the determination of the meeting, who shall be stockholders entitled to vote at such the annual meeting and who shall have (2) has timely complied in proper written form with the notice and other requirements procedures set forth in this Section 2.4; this clause (3) shall be the exclusive means 2.4(i). In addition, for a stockholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. (b) For any such business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “1934 Act”), clause (3C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of paragraph stockholders. (a) To comply with clause (C) of Section 2.4(i), a stockholder’s notice must set forth all information required under this Section 2.4, 2.4(i) and must be timely received by the stockholder must have given timely notice thereof in writing to the secretary chief executive officer of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a stockholder’s notice in writing must be delivered to received by the Secretary secretary at the principal executive offices of the Corporation and received by not later than the secretary not less 45th day nor earlier than 90 nor more than 120 days prior to the first 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days from such after the one-year anniversary dateof the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely timely, it must be so received by the secretary not earlier than the opening close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting meeting, or (ii) the tenth day following the day on which public announcement Public Announcement (as defined below) of the date of the such annual meeting is first made, whichever occurs first. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described abovein this Section 2.4(i)(a). Such stockholder’s notice “Public Announcement” shall set forth: (1) as to each matter mean disclosure in a press release reported by the stockholder proposes to bring before Dow Joxxx Xews Service, Associated Press or a comparable national news service or in a document publicly filed by the annual meeting, a brief description of the business to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws of the Corporation, the text of the proposed amendment); (2) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), the Proposing Stockholder Information (as defined below); (3) any material interest of the stockholder and of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between such stockholder and any Stockholder Associated Person, and any other person or persons (including their names) in connection Corporation with the proposal of such business by the stockholder; (5) a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, Securities and intends to appear in person or by proxy at the meeting to propose such business; and (6) a representation as to whether the stockholder or any Stockholder Associated Person is, or intends to be, part of a Group (as defined below) that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of stockholders called Exchange Commission pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; 13, 14 or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4, such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by clause (b)(6) of this Section 2.4); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (e) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws to state law or the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to this Section 2.4 (including clause (a)(3) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c15(d) of the Exchange 1934 Act. (f) This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (g) For purposes of these bylaws,

Advance Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, conducted as shall have been properly brought before the meeting: . To be properly brought before an annual meeting, business must be brought: (1A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) or proxy materials with respect to such meeting; , (2B) by or at the direction of the board of directors; or Board (3or any authorized committee thereof), or (C) by any a stockholder of the Corporation who (1) is a stockholder of record both at the time of the giving of the notice provided required by Sections 2.4(i)-(iii) and on the record date for in this Section 2.4 and at the time determination of the meeting, who shall be stockholders entitled to vote at such the annual meeting and who shall have (2) has timely complied in proper written form with the notice and other requirements procedures set forth in this Section 2.4; this clause (3) shall Sections 2.4(i)-(iii). In addition, for business to be the exclusive means for properly brought before an annual meeting by a stockholder to submit stockholder, such business (other than matters must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly brought under made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations) (the “Exchange 1934 Act”) ), and included in the Corporation’s notice of meetingmeeting given by or at the direction of the Board, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders. (ba) For any such business to be properly brought before an annual meeting by a stockholder pursuant to clause (3Section 2.4(i)(C) of paragraph (a) of this Section 2.4, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timelyabove, a stockholder’s notice in writing must set forth all information required under this Section 2.4(i) and must be delivered to received by the Secretary of the Corporation at the principal executive offices of the Corporation and received by not later than the secretary not less 90th day nor earlier than 90 nor more than 120 days prior to the first 120th day before the one-year anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days from such after the one-year anniversary dateof the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely timely, it must be so received by the Secretary of the Corporation not earlier than the opening close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement a Public Announcement (as defined below) of the date of the such annual meeting is first made, whichever occurs first. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described abovein this Section 2.4(i)(a). Such stockholder’s notice “Public Announcement” shall set forth: (1) as to each matter mean disclosure in a press release reported by the stockholder proposes to bring before Dow Jxxxx News Service, Associated Press or a comparable national news service or in a document publicly filed by the annual meeting, a brief description of the business to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws of the Corporation, the text of the proposed amendment); (2) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), the Proposing Stockholder Information (as defined below); (3) any material interest of the stockholder and of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between such stockholder and any Stockholder Associated Person, and any other person or persons (including their names) in connection Corporation with the proposal of such business by the stockholder; (5) a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, Securities and intends to appear in person or by proxy at the meeting to propose such business; and (6) a representation as to whether the stockholder or any Stockholder Associated Person is, or intends to be, part of a Group (as defined below) that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of stockholders called Exchange Commission pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; 13, 14 or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4, such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by clause (b)(6) of this Section 2.4); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (e) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws to state law or the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to this Section 2.4 (including clause (a)(3) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c15(d) of the Exchange 1934 Act. (f) This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (g) For purposes of these bylaws,

Advance Notice of Stockholder Business. (a1) At an annual Only such business shall be conducted before a meeting of the stockholders, only such business (other than nominations stockholders of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, the Corporation as shall have been properly brought before such meeting. To be properly brought before an annual or special meeting of the stockholders of the Corporation, business must be: (i) with respect to any annual meeting: , (1A) pursuant to specified in the Corporation’s notice of meeting; meeting (2or any supplement or amendment thereto) given by or at the direction of the board Board or a duly authorized committee of directorsthe Board; or (3B) otherwise properly brought before the meeting by or at the direction of the Board or a duly authorized committee of the Board; or (C) otherwise properly brought before the meeting by any stockholder of the Corporation (1) who is a stockholder of record both at on the time date of the giving of the notice provided for in this Section 2.4 2.12(a) and at the time of the meeting, who shall be meeting and is entitled to vote at such meeting and (2) who shall have complied complies with the notice and other requirements procedures set forth in this Section 2.42.12(a); this and (ii) with respect to any special meeting, in accordance with Section 2.3. For the avoidance of doubt, the foregoing clause (3C) shall be the exclusive means for a stockholder to submit such propose business at an annual meeting of stockholders, and Section 2.3(a) shall be the exclusive means for a stockholder to propose business at a special meeting of stockholders (in each case, other than matters properly brought under Rule 14a-8 under (i) any director nomination, which shall be subject to the Securities Exchange Act of 1934, as amended procedures described in Section 2.12(b) or (the “Exchange Act”ii) and any proposal included in the Corporation’s notice of meeting) before an annual meeting of stockholdersproxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act). (b2) For any such business to be considered properly brought before an the annual meeting by a stockholder of the Corporation pursuant to clause (3C) of paragraph (a) of this Section 2.4the foregoing paragraph, the such stockholder must must, in addition to any other applicable requirements, have given timely notice thereof in writing proper written form to the secretary of the Corporation as hereinafter provided Secretary and such proposal business must otherwise be a proper subject for action by the Corporation’s stockholdersstockholder action. To be timelytimely with respect to any annual meeting, a stockholder’s notice in writing to the Secretary must be delivered to the Secretary at the principal executive offices office of the Corporation and received by not later than the secretary not less close of business (as defined below) on the ninetieth (90th) day nor earlier than 90 nor more than 120 days the close of business (as defined below) on the one hundred twentieth (120th) day prior to the first (1st) anniversary of the immediately preceding year’s annual meetingmeeting of the stockholders of the Corporation; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is advanced by more than 30 called for a date that is not within thirty (30) days before or delayed by more than 60 days from after such anniversary date, notice by the stockholder to be timely must be so received delivered not earlier than the opening close of business (as defined below) on the 120th one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business (as defined below) on the later of the 90th ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day date on which public announcement (as defined below) of the date of the such meeting is first made, whichever occurs firstmade by the Corporation. In no event shall any the public announcement of an adjournment or postponement of an annual announced meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such provided in this Section 2.12(a). (3) To be in proper written form, a stockholder’s notice shall to the Secretary pursuant to this Section 2.12(a) must set forth: forth (1i) as to each matter the such stockholder proposes to bring before the annual meeting, a brief description with reasonable detail of the business desired to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, and in the event that such business includes a proposal to amend these bylaws the By-laws of the Corporation, the text language of the proposed amendment); , the reasons for conducting such business at such meeting and any substantial interest (2within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made, and if such stockholder or beneficial owner is an entity, any related person (as defined below); (ii) as to the stockholder giving the notice and any Stockholder Associated Person the beneficial owner, if any, on whose behalf the proposal is made (A) the name and address of such stockholder, as defined below)they appear on the Corporation’s books, and of such beneficial owner, (B) the Proposing Stockholder Information (as defined below); (3) any material interest class or series and number of shares of capital stock of the stockholder and Corporation which are owned of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between record by such stockholder and any Stockholder Associated Personsuch beneficial owner as of the date of the notice, and any other person or persons (including their names) in connection with the proposal of such business by the stockholder; (5C) a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination or propose such business (as applicable); and (iii) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the other business is proposed (as applicable), as to such beneficial owner, and if such stockholder or beneficial owner is an entity, as to each individual who is a holder director, executive officer, general partner or managing member of record such entity or of any other entity that has or shares control of such entity (any such individual or entity, a “related person”) (A) the class or series and number of shares of stock of the Corporation which are beneficially owned by such stockholder or beneficial owner and by any related person as of the date of the notice, (B) a description of (x) any plans or proposals which such stockholder, beneficial owner, if any, or related person may have with respect to securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D and (y) any agreement, arrangement or understanding with respect to the proposed business between or among such stockholder, beneficial owner, if any, or related person and any other person, including, without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D, which description shall include, in addition to all other information, information identifying all parties thereto (in the case of either clause (x) or (y), regardless of whether the requirement to file a Schedule 13D is applicable), (C) a description (which description shall include, in addition to all other information, information identifying all parties thereto) of any agreement, arrangement or understanding (including, without limitation, any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement or short positions, profit interests, hedging or pledging transactions, voting rights, dividend rights, and/or borrowed or loaned shares), whether the instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of stock, that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner, if any, or related person, the effect or intent of which is to (x) mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or (y) maintain, increase or decrease the voting power of the stockholder, beneficial owner, if any, or related person with respect to securities of the Corporation, (D) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner, if any, or related person is directly or indirectly entitled to vote at such meetingbased on any increase or decrease in the value of shares of the Corporation or based on any agreement, and intends to appear in person arrangement or by proxy at understanding under the meeting to propose such business; and foregoing clause (6C) of this Section 2.12(a)(3)(iii), (E) a representation as to whether the stockholder such stockholder, beneficial owner, if any, related person or any Stockholder Associated Person is, or intends to be, part of a Group other participant (as defined belowin Item 4 of Schedule 14A under the Exchange Act) will engage in a solicitation with respect to such proposal and, if so, whether such solicitation will be conducted as an exempt solicitation under Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in such solicitation and whether such person or group intends (A) to deliver a proxy statement and/or and form of proxy to holders (including beneficial owners) of at least the percentage of the Corporation’s outstanding capital stock voting shares required under applicable law to approve or adopt the proposal and/or (B) otherwise for purposes of this clause (E), the term “holders” shall include, in addition to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conductedrecord, and only such proposals shall be acted upon, at a special meeting of stockholders called any beneficial owners pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders Rule 14b-1 and Rule 14b-2 of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4Exchange Act), such proposed business shall not be transacted, even though proxies in respect (F) a representation that promptly after soliciting the holders of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting ’s stock referred to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event representation required under the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by foregoing clause (b)(6E) of this Section 2.42.12(a)(3); , and in any event no later than the tenth (10th) day before such meeting of stockholders, such stockholder or beneficial owner will provide the Corporation with documents, which may take the form of a certified statement and documentation from a proxy solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of such percentage of the Corporation’s stock, and (G) if the chairman should so determineCorporation is then subject to Section 14(a) of the Exchange Act, any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filing required to be made in connection with a solicitation of proxies for the chairman shall so declare proposal pursuant to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (ein accordance with Section 14(a) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect promulgated thereunder. As used herein, shares “beneficially owned” by a person (and phrases of similar import) shall mean all shares which such person is deemed to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws beneficially own pursuant to state law or Rules 13d-3 and 13d-5 under the Exchange Act Act, including, without limitation, shares which are beneficially owned, directly or indirectly, by any other person with which such person has any agreement, arrangement or understanding for the rules promulgated thereunder are not intended to purpose of acquiring, holding, voting or disposing of any shares of the capital stock of the Corporation. (4) A stockholder shall further update and shall not limit the requirements applicable to supplement its notice of proposed business proposals to be considered brought before a meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 2.12(a) (including other than the representations set forth in clause (a)(3a)(3)(iii)(E)-(F) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 2.12) shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) be true and correct as of the Exchange Actrecord date for the meeting, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business (as defined below) on the fifth (5th) business day after the record date for the meeting. (f5) This In addition, notwithstanding anything in this Section 2.4 shall not prevent 2.12(a) to the consideration and approval contrary, a stockholder of the Corporation intending to nominate one or disapproval more persons for election as a director at the an annual or special meeting of reports of officers, directors and committees of the board of directors, but, in connection stockholders must comply with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (gSection 2.12(b) For purposes of these bylaws,By-laws for such nomination to be properly brought before such meeting.

Advance Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, conducted as shall have been properly brought before the meeting: . To be properly brought before an annual meeting, business must be brought: (1A) pursuant to the Corporation’s notice of proxy materials with respect to such meeting; , (2B) by or at the direction of the board Board of directors; or Directors, or (3C) by any a stockholder of the Corporation who (1) is a stockholder of record both at the time of the giving of the notice provided for in required by this Section 2.4 2.4(i) and at on the time record date for the determination of the meeting, who shall be stockholders entitled to vote at such the annual meeting and who shall have (2) has timely complied in proper written form with the notice and other requirements procedures set forth in this Section 2.4; this clause (3) shall be the exclusive means 2.4(i). In addition, for a stockholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. (b) For any such business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “1934 Act”), clause (3C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of paragraph stockholders. (a) To comply with clause (C) of Section 2.4(i), a stockholder’s notice must set forth all information required under this Section 2.4, 2.4(i) and must be timely received by the stockholder must have given timely notice thereof in writing to the secretary chief executive officer of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholders. To be timely, a stockholder’s notice in writing must be delivered to received by the Secretary secretary at the principal executive offices of the Corporation and received by not later than the secretary not less 45th day nor earlier than 90 nor more than 120 days prior to the first 75th day before the one-year anniversary of the date on which the Corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days from such after the one-year anniversary dateof the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely timely, it must be so received by the secretary not earlier than the opening close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting meeting, or (ii) the tenth day following the day on which public announcement Public Announcement (as defined below) of the date of the such annual meeting is first made, whichever occurs first. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described abovein this Section 2.4(i)(a). Such stockholder’s notice “Public Announcement” shall set forth: (1) as to each matter mean disclosure in a press release reported by the stockholder proposes to bring before Dow Jxxxx News Service, Associated Press or a comparable national news service or in a document publicly filed by the annual meeting, a brief description of the business to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws of the Corporation, the text of the proposed amendment); (2) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), the Proposing Stockholder Information (as defined below); (3) any material interest of the stockholder and of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between such stockholder and any Stockholder Associated Person, and any other person or persons (including their names) in connection Corporation with the proposal of such business by the stockholder; (5) a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, Securities and intends to appear in person or by proxy at the meeting to propose such business; and (6) a representation as to whether the stockholder or any Stockholder Associated Person is, or intends to be, part of a Group (as defined below) that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of stockholders called Exchange Commission pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; 13, 14 or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4, such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by clause (b)(6) of this Section 2.4); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (e) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws to state law or the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to this Section 2.4 (including clause (a)(3) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c15(d) of the Exchange 1934 Act. (f) This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (g) For purposes of these bylaws,

Advance Notice of Stockholder Business. (a) At an annual meeting of the stockholders, only such business (other than nominations of directors, which must be made in compliance with, and shall be exclusively governed by, Section 2.4(ii) of these bylaws) shall be conducted, and only such proposals shall be acted upon, conducted as shall have been properly brought before the meeting: . To be properly brought before an annual meeting, business must be brought (1A) pursuant to the Corporationcorporation’s notice of proxy materials with respect to such meeting; , (2B) by or at the direction of the board of directors; or , or (3C) by any a stockholder of the Corporation corporation who (1) is a stockholder of record both at the time of the giving of the notice provided for in required by this Section 2.4 2.4(i) and at on the time record date for the determination of the meeting, who shall be stockholders entitled to vote at such the annual meeting and who shall have (2) has timely complied in proper written form with the notice and other requirements procedures set forth in this Section 2.4; this clause (3) shall be the exclusive means 2.4(i). In addition, for a stockholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders. (b) For any such business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the 1934 Act and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the board of directors, for the avoidance of doubt, clause (3C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of paragraph stockholders. (a) To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4, the stockholder 2.4(i) and must have given be timely notice thereof in writing to received by the secretary of the Corporation as hereinafter provided and such proposal must otherwise be a proper subject for action by the Corporation’s stockholderscorporation. To be timely, a stockholder’s notice in writing must be delivered to received by the Secretary secretary at the principal executive offices of the Corporation and received by corporation not later than the secretary not less 45th day nor earlier than 90 nor more than 120 days prior to the first 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; providedmeeting;provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days from such after the one-year anniversary dateof the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely timely, it must be so received by the secretary not earlier than the opening close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting meeting, or (ii) the tenth day following the day on which public announcement Public Announcement (as defined below) of the date of the such annual meeting is first made, whichever occurs first. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described abovein this Section 2.4(i)(a). Such stockholder’s notice “Public Announcement” shall set forth: (1) as to each matter mean disclosure in a press release reported by a national news service or in a document publicly filed by the stockholder proposes to bring before the annual meeting, a brief description of the business to be brought before the annual meeting, the reasons for conducting such business at such meeting, and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws of the Corporation, the text of the proposed amendment); (2) as to the stockholder giving the notice and any Stockholder Associated Person (as defined below), the Proposing Stockholder Information (as defined below); (3) any material interest of the stockholder and of any Stockholder Associated Person in such business; (4) a description of all agreements, arrangements and understandings between such stockholder and any Stockholder Associated Person, and any other person or persons (including their names) in connection corporation with the proposal of such business by the stockholder; (5) a representation that the stockholder is a holder of record of stock of the Corporation, entitled to vote at such meeting, Securities and intends to appear in person or by proxy at the meeting to propose such business; and (6) a representation as to whether the stockholder or any Stockholder Associated Person is, or intends to be, part of a Group (as defined below) that intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. (c) Only such business shall be conducted, and only such proposals shall be acted upon, at a special meeting of stockholders called Exchange Commission pursuant to Section 2.3 as shall have been brought before such meeting pursuant to a notice of meeting delivered pursuant to Section 2.5. (d) No business shall be conducted at a meeting of stockholders (i) except in accordance with these bylaws; 13, 14 or (ii) if it constitutes an improper subject for stockholder action under applicable law. Unless otherwise required by law, if a stockholder (or Qualified Representative (as defined below)) does not appear at the meeting of stockholders of the Corporation to present business proposed by such stockholder pursuant to this Section 2.4, such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Corporation. In the event a Qualified Representative of a stockholder will appear at a meeting to make a proposal in lieu of a stockholder, the stockholder must provide the notice of such designation at least twenty-four hours prior to the meeting and the Qualified Representative must produce evidence of such representative’s authority to act on behalf of the stockholder at the meeting of stockholders. If no such advance notice is provided, only the stockholder may make the proposal and the proposal may be disregarded in the event the stockholder fails to appear and make the proposal. Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of these bylaws (including whether the stockholder or any Stockholder Associated Person solicited (or is part of a Group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with such stockholder’s representation as required by clause (b)(6) of this Section 2.4); and if the chairman should so determine, the chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. (e) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4; provided, however, that any references in these bylaws to state law or the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to this Section 2.4 (including clause (a)(3) hereof). Nothing in these bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 2.4 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c15(d) of the Exchange 1934 Act. (f) This Section 2.4 shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees of the board of directors, but, in connection with such reports, no new business shall be acted upon at the meeting unless stated, filed and recorded as herein provided. (g) For purposes of these bylaws,