Common use of Annual Meetings of Stockholders Clause in Contracts

Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals of other business to be properly brought before an annual meeting, such nominations and proposals of other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (c) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these Bylaws as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or bring other business proposals (other than matters properly brought under Rule 14a-8 of 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.

Annual Meetings of Stockholders. At any annual meeting Nominations of the stockholders, only such nominations of individuals persons for election to the Board of Directors shall be made, of the Corporation and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals proposal of other business to be properly considered by the stockholders may be brought before an annual meeting, such nominations and proposals of other business must be: Annual Meeting (ai) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (cii) otherwise properly requested to be brought before the annual meeting by a any stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be who was a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meetingprovided for in this By-law, (ii) be who is entitled to vote at such annual the meeting, who is present (in person or by proxy) at the meeting and (iii) comply who complies with the notice procedures set forth in these Bylaws this By-law as to such business nomination or nominationbusiness. The immediately preceding sentence For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to make bring nominations or bring other business proposals properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 of (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2) and included in the Corporation’s notice (3) of meeting) this By-law to bring such nominations or business properly before an annual meeting Annual Meeting. In addition to the other requirements set forth in this By-law, for any proposal of stockholdersbusiness to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals of other business to be properly brought before an annual meeting, such nominations and proposals of other business must be: (ai) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (bii) otherwise properly made at the annual meeting meeting, by or at the direction of the Board of Directors Directors, or (ciii) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (iA) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (iiB) be entitled to vote at such annual meeting meeting, and (iiiC) comply with the procedures set forth in these Bylaws as to such business or nomination. The Subject to Article II, Section 8 of these Bylaws, the immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or bring other business proposals (other than matters properly brought under Rule 14a-8 of 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.

Annual Meetings of Stockholders. At any annual meeting Nominations of the stockholders, only such nominations of individuals persons for election to the Board of Directors shall be made, of the Corporation and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals proposal of other business to be properly considered by the stockholders may be brought before an annual meeting, such nominations and proposals of other business must be: Annual Meeting (ai) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (cii) otherwise properly requested to be brought before the annual meeting by a any stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be who was a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meetingprovided for in this By-law, (ii) be who is entitled to vote at such annual the meeting, who is present (in person or by proxy) at the meeting and (iii) comply who complies with the notice procedures set forth in these Bylaws this By-law as to such business nomination or nominationbusiness. The immediately preceding sentence For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to make bring nominations or bring other business proposals properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 of (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2) and included in the Corporation’s notice (3) of meeting) this By-law to bring such nominations or business properly before an annual meeting Annual Meeting. In addition to the other requirements set forth in this By-law, for any proposal of stockholdersbusiness to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals of other business to be properly brought before an annual meeting, such nominations and proposals of other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, ; (b) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or Directors; (c) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with Section 2.8 and Section 2.9 of these Bylaws; or (d) in accordance with Section 2.10. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at or brought before an annual meetingmeeting pursuant to clause (c) above, a stockholder must must: (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors Directors, on the record date for determination of stockholders entitled to vote at such meeting, and at the time of the annual meeting, ; (ii) be entitled to vote at such annual meeting meeting; and (iii) comply with the procedures set forth in these Bylaws as to such business nomination or nominationother business. The immediately preceding sentence Clauses (c) and (d) of this Section 2.8 shall be the exclusive means for a stockholder to make nominations or and such clause (c) shall be the exclusive means for a stockholder to bring other business proposals (other than matters properly brought under Rule 14a-8 of 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.

Annual Meetings of Stockholders. At any annual meeting Nominations of the stockholders, only such nominations of individuals persons for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals proposal of other business to be properly considered by the stockholders may be brought before an annual meeting, such nominations and proposals of other business must be: Annual Meeting (ai) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting by or at the direction of the Board of Directors or (cii) otherwise properly requested to be brought before the annual meeting by a any stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be who was a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meetingprovided for in this Bylaw, (ii) be who is entitled to vote at such annual meeting the Annual Meeting, who is present (in person or by proxy) at the Annual Meeting and (iii) comply who complies with the notice procedures set forth in these Bylaws this Bylaw as to such business nomination or nominationbusiness. The immediately preceding sentence For the avoidance of doubt, the foregoing clause (ii) shall be the exclusive means for a stockholder to make bring nominations or bring other business proposals properly before an Annual Meeting (other than matters properly brought under Rule 14a-8 of (or any successor rule) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and such stockholder must comply with the notice and other procedures set forth in Article I, Section 2(a)(2) and included in the Corporation’s notice (3) of meeting) this Bylaw to bring such nominations or business properly before an annual meeting Annual Meeting. In addition to the other requirements set forth in this Bylaw, for any proposal of stockholdersbusiness to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under Delaware law.

Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual meeting, and for proposals of other business to be properly brought before an annual meeting, such nominations and proposals of other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly made at the annual meeting meeting, by or at the direction of the Board of Directors or (c) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with these Bylaws. For nominations of individuals for election to the Board of Directors or proposals of other business to be properly requested by a stockholder to be made at an annual meeting, a stockholder must (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors and at the time of the annual meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with the procedures set forth in these Bylaws as to such business or nomination. The Subject to Article IX of these Bylaws, the immediately preceding sentence shall be the exclusive means for a stockholder to make nominations or bring other business proposals (other than matters properly brought under Rule 14a-8 of 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.