Common use of Advance Notice Procedures for Nominations of Directors Clause in Contracts

Advance Notice Procedures for Nominations of Directors. (i) Subject in all respects to the provisions of the Governance Agreement and Certificate of Incorporation, nominations of any person for election to the Board at an annual meeting may be made at such meeting only (a) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (b) by a stockholder present in person (as defined in Section 2.4) who (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 as to such notice and nomination. The foregoing clause (b) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at any annual meeting of stockholders other than in accordance with the provisions of the Certificate of Incorporation.

Advance Notice Procedures for Nominations of Directors. (i) Subject in all respects to the provisions of the Governance Agreement and Certificate of Incorporation, nominations Nominations of any person Person for election to the Board at an annual meeting may be made at such meeting only (a) as provided in the Stockholders Agreement, (b) subject to the Stockholders Agreement, by or at the direction of the Board, including by any committee or persons Persons authorized to do so by the Board or these bylaws, or (bc) by a stockholder present in person Person (as defined in Section 2.4) who (1) who was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 as to such notice and nomination. The Except as provided otherwise in the Stockholders Agreement, the foregoing clause (bc) shall be the exclusive means for a stockholder to make any nomination of a person Person or persons Persons for election to the Board at any annual meeting of stockholders other than in accordance with the provisions of the Certificate of Incorporationstockholders.

Advance Notice Procedures for Nominations of Directors. (i) Subject in all respects to the provisions of the Governance Stockholders’ Agreement and Certificate of IncorporationFormation, nominations of any person for election to the Board at an annual meeting may be made at such meeting only (a) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or these bylawsBylaws, or (b) by a stockholder present in person (as defined in Section 2.4) who (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 as to such notice and nomination. The foregoing clause (b) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at any annual meeting of stockholders other than in accordance with the provisions of the Stockholders’ Agreement and the Certificate of IncorporationFormation.