Common use of MEETINGS AND ACTION OF COMMITTEES Clause in Contracts

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings; notice); (iv) Section 3.8 (quorum; voting); (v) Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) the time of regular meetings of committees may be determined by resolution of the committee; (iii) special meetings of committees may also be called by resolution of the committee; and (iv) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Section 3.5 (place of meetings and meetings by telephone); (ii) , Section 3.6 (regular meetings); (iii) , Section 3.7 (special meetings; meetings and notice); (iv) , Section 3.8 (quorum; voting); (v) , Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice), and Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of those bylaws such provisions as are necessary to substitute the committee and its members for the board Board of directors Directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.. OFFICERS

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Article 3 of these bylaws, Section 3.5 (place of meetings and meetings by telephonemeetings); (ii) , Section 3.6 (regular meetings); (iii) , Section 3.7 (special meetings; meetings and notice); (iv) , Section 3.8 (quorum; voting); (v) , Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice) ), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Article III of these By-Laws, Section 3.5 3.6 (place of meetings and meetings by telephonemeetings); (ii) , Section 3.6 3.7 (regular meetings); (iii) Section 3.7 (special meetings; notice); (iv) , Section 3.8 (quorum; votingspecial meetings and notice); (v) , Section 3.9 (board action by written consent without a meetingquorum); and (vi) , Section 7.5 3.10 (waiver of notice) ), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action without meeting), with such changes in the context of those bylaws By-Laws as are necessary to substitute the committee and its members for the board Board of directors Directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) Board of Directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBy-Laws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings; meetings and notice); (iv) Section 3.8 (quorum; voting); (v) Section 3.9 7.12 (board action by written consent without a meetingwaiver of notice); and (vi) Section 7.5 3.9 (waiver of notice) action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (iiiii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and; (iviii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors ; and (iv) the Board may adopt rules for the government governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not inconsistent with violate the provisions of these bylawsthe Certificate of Incorporation or applicable law.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 (place of meetings and meetings by telephone); (ii) Section 3.6 (regular meetings); (iii) Section 3.7 (special meetings; notice); (iv) Section 3.8 (quorum; voting); (v) Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice) ), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (iiiii) special meetings of committees may also be called by resolution of the committeeBoard; and (iviii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of: (ia) Section 3.5 (place of meetings and meetings; meetings by telephone); (iib) Section 3.6 (regular meetings); (iiic) Section 3.7 (special meetings; notice); (ivd) Section 3.8 (quorum; voting); (ve) Section 3.9 (board action by written consent without a meeting); and (vif) Section 7.5 7.4 (waiver of notice) ); with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the board Board of directors Directors and its members. However: ; provided, however, that (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) the time and place of regular meetings of committees or subcommittees may be determined either by resolution of the committee; Board of Directors or by resolution of the committee or subcommittee; (iiiii) special meetings of committees or subcommittees may also be called by resolution of the committeeBoard of Directors or the committee or the subcommittee; and and (iviii) notice of special meetings of committees and subcommittees shall also be given to all alternate members, members who shall have the right to attend all meetings of the committeecommittee or subcommittee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: of Article III of these bylaws, Section 3.4 (i) Place of Meetings; Meetings by Telephone), Section 3.5 (place of meetings and meetings by telephoneRegular Meetings); (ii) , Section 3.6 (regular meetingsSpecial Meetings; Notice); (iii) , Section 3.7 (special meetings; noticeQuorum); (iv) , Section 3.8 (quorum; voting); (vWaiver of Notice) and Section 3.9 (board action Board Action by written consent without Written Consent Without a meetingMeeting); and (vi) Section 7.5 (waiver of notice) , with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined by resolution of the committee; (iii) special meetings of committees may also be called by resolution of the committee; and (iv) board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions action of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section of Article 3, paragraph 3.5 (place Place of meetings and meetings by telephoneMeetings); (ii) Section 3.6 (regular meetings); (iii) Section , paragraph 3.7 (special meetings; noticeRegular Meetings); (iv) Section , paragraph 3.8 (quorum; votingSpecial Meetings and Notice); , paragraph 3.9 Quorum, paragraph 3.10 (vWaiver of Notice), paragraph 3.11 (Adjournment), paragraph 3.12 (Notice of Adjournment) Section 3.9 and paragraph 3.13 (board action by written consent without a meetingAction Without Meeting); and (vi) Section 7.5 (waiver of notice) , with such changes in the context of those bylaws By-Laws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) , except that the time of regular meetings of committees may be determined by resolution of the board of directors as well as the committee; (iii) , special meetings of committees may also be called by resolution resolutions of the committee; and (iv) board of directors, and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBy-Laws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Section 3.5 (place of meetings and meetings by telephone); (ii) , Section 3.6 (regular meetings); (iii) , Section 3.7 (special meetings; meetings and notice); (iv) , Section 3.8 (quorum; voting); (v) , Section 3.9 (board waiver of notice), and Section 3.10 (action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice) , with such changes in the context of those bylaws such provisions as are necessary to substitute the committee and its members for the board Board of directors Directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions action of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.5 of Article III of these bylaws, Sections 5 (place of meetings and meetings by telephonemeetings); (ii) Section 3.6 , 7 (regular meetings); (iii) Section 3.7 , 8 (special meetings; meetings and notice); (iv) Section 3.8 , 9 (quorum; voting); (v) Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 , 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment) and 13 (action without meetings), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) , except that the time of regular meetings of committees may be determined by resolution of the board of directors as well as the committee; (iii) , special meetings of committees may also be called by resolution of the committee; and (iv) board of directors, and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (ia) Section 3.5 (relating to place of meetings and meetings by telephone); (iib) Section 3.6 (relating to regular meetings); (iiic) Section 3.7 (relating to special meetings; meetings and notice); (ivd) Section 3.8 (relating to quorum; voting); (ve) Section 3.9 (board relating to waiver of notice); (f) Section 3.10 (relating to action by written consent without a meeting); and (vig) Section 7.5 3.11 (waiver relating to adjournment and notice of noticeadjournment) of these bylaws, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members. HoweverNotwithstanding the foregoing: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (iiiii) special meetings of committees may also be called by resolution of the committeeBoard; and (iviii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors Board may adopt rules for the government governance of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Section 3.5 (place of meetings and meetings by telephone); (ii) , Section 3.6 (regular meetings); (iii) , Section 3.7 (special meetings; meetings and notice); (iv) , Section 3.8 (quorum; voting); (v) , Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice), and Section 3.10 (action without a meeting) of these bylaws, with such changes in the context of those bylaws such provisions as are necessary to substitute the committee and its members for the board Board of directors Directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Article III of these Bylaws, Section 3.5 (place of meetings and meetings by telephonemeetings); (ii) , Section 3.6 (regular meetings); (iii) , Section 3.7 (special meetings; meetings and notice); (iv) , Section 3.8 (quorum; voting); (v) , Section 3.9 (board action by written consent without a meeting); and (vi) Section 7.5 (waiver of notice) ), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) ; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; (iii) , that special meetings of committees may also be called by resolution of the committee; and (iv) board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) of Article 3, including, without limitation, Section 3.5 (place Place of meetings and meetings Meetings; Meetings by telephoneTelephone); (ii) , Section 3.6 (regular meetingsRegular Meetings); (iii) , Section 3.7 (special meetingsSpecial Meetings; noticeNotice); (iv) , Section 3.8 (quorum; votingQuorum); (v) , Section 3.9 (board action Waiver of Notice) and Section 3.10 (Board Action by written consent without Written Consent Without a meetingMeeting); and (vi) Section 7.5 (waiver of notice) , with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board Board of directors Directors and its members. However: (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (ii) , provided, however, that the time of regular meetings of committees may be determined by resolution of the committee; (iii) special meetings of committees may also be called by resolution of the committee; and (iv) Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Unless the Board of directors may adopt Directors adopts rules for the government governance of any a committee, then each committee may adopt its own governance rules, provided that such rules shall not be inconsistent with the provisions of the General Corporation Law of Delaware, the Certificate of Incorporation or these bylawsBylaws.

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: : (i) Section 3.5 3.4 (place Location of meetings and meetings by telephoneMeetings; Meetings By Telephone); ; (ii) Section 3.6 (regular meetingsRegular Meetings); ; (iii) Section 3.7 (special meetingsSpecial Meetings); notice); (iv) Section 3.8 (quorumQuorum and Action at Meetings); voting); (v) Section 3.9 (board action by written consent without Action Without a meeting); and Meeting) and (vi) Section 7.5 4.4 (waiver Waiver of notice) Notice); with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members. However: ; provided, however, that (i) any charters of the committees duly adopted by the board of directors and the applicable rules of any exchange on which any securities of the Corporation are listed shall prevail in the event of any conflict with these bylaws; (iia) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; , (iiib) special meetings of committees may also be called by resolution of the committee; and Board and (ivc) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.