Common use of Bylaws, Legends, etc Clause in Contracts

Bylaws, Legends, etc. (i) The Bylaws of the Corporation shall make appropriate provisions to effectuate the requirements of this Section 5. (ii) All certificates representing Corporation Securities issued after the effectiveness of this Section 5 shall bear a conspicuous legend as follows: THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO SECTION 5 OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE. (iii) The Board of Directors of the Corporation shall have the power to determine all matters necessary to enforce compliance with this Section 5, including, without limitation, (1) the identification of Five-Percent Stockholders, (2) whether a Transfer is a Prohibited Transfer, (3) the Percentage Stock Ownership in the Corporation of any Five-Percent Stockholder, (4) whether an instrument constitutes Corporation Securities, (5) the amount or fair market value due to a Purported Transferee pursuant to clause (2) of paragraph (d)(iii) of this Section 5, (6) whether to accelerate or extend the Restriction Release Date; and (7) any other matters that the Board of Directors determines to be relevant. The good faith determination of the Board of Directors on such matters shall be conclusive and binding for all purposes of this Section 5."

Bylaws, Legends, etc. (i) The Bylaws of the Corporation shall make appropriate provisions to effectuate the requirements of this Section 5Part III of Article FOURTH. (ii) All certificates representing Corporation Securities issued after the effectiveness of this Section 5 Part III of Article FOURTH shall bear a conspicuous legend as follows: THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO SECTION 5 PART III OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION OF THE LEUCADIA NATIONAL CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE. (iii) The Board of Directors of the Corporation shall have the power to determine all matters necessary to enforce determine compliance with this Section 5Part III of Article FOURTH, including, including without limitation, limitation (1) the identification of whether a new Five-Percent Stockholders, Shareholder would be required to be identified in certain circumstances, (2) whether a Transfer is a Prohibited Transfer, , (3) the Percentage Stock Ownership in the Corporation of any Five-Percent Stockholder, Shareholder, (4) whether an instrument constitutes a Corporation Securities, Security, (5) the amount (or fair market value value) due to a Purported Transferee pursuant to clause (2) of paragraph (d)(iii) of this Section 5, Part III of Article FOURTH, and (6) whether to accelerate or extend the Restriction Release Date; and (7) any other matters that which the Board of Directors determines to be relevant. The ; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 5Part III of Article FOURTH."

Bylaws, Legends, etc. (i) The Bylaws of the Corporation shall make appropriate provisions to effectuate the requirements of this Section 5Part III of Article FOURTH. (ii) All certificates representing Corporation Securities issued after the effectiveness of this Section 5 Part III of Article FOURTH shall bear a conspicuous legend as follows: THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS PURSUANT TO SECTION 5 PART III OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION OF THE LEUCADIA NATIONAL CORPORATION REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE. (iii) The Board of Directors of the Corporation shall have the power to determine all matters necessary to enforce determine compliance with this Section 5Part III of Article FOURTH, including, including without limitation, limitation (1) the identification of whether a new Five-Percent Stockholders, Shareholder would be required to be identified in certain circumstances, (2) whether a Transfer is a Prohibited Transfer, , (3) the Percentage Stock Ownership in the Corporation of any Five-Percent Stockholder, Shareholder, (4) whether an instrument constitutes a Corporation Securities, Security, (5) the amount or fair market value due to a Purported Transferee or Purported Holder pursuant to clause (2) of paragraph (d)(iii) of this Section 5, Part III of Article FOURTH, (6) whether to accelerate or extend the Restriction Release Date; and an issuance of Corporation Securities is an Acquisition Issuance, (7) the number of Excess Issued Securities with respect to any Purported Holder, and (8) any other matters that which the Board of Directors determines to be relevant. The ; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Section 5Part III of Article FOURTH."