Common use of Nominations Clause in Contracts

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. Nominations of persons Nominees for Director positions up for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may shall be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed named by the Board of then-current Directors or by a nominating committee established by the Directors. Nominations may also be made by any stockholder of the Corporation Member entitled to vote for in the election of directors at the meeting who complies with the Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice procedures set forth in this Article III, Section 3.4. Such nominations by any stockholder shall be made pursuant of such Member’s intent to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation make such nomination is given not less than sixty Forty-Five (6045) days nor more than ninety Ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure first day of the month corresponding to the anniversary date of the annual meeting is given or made to stockholders, notice by of the stockholder, to be timely, must be received no later than Company for the close of business on the tenth (10th) day following the day on which prior year. Each such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth forth: (i) as the name and address of the Member who intends to each make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person whom or by proxy at the stockholder proposes meeting to nominate for election or reelection as a director, the Person specified in the notice; (aiii) the name, age, business address and residence address of the person, (b) the principal occupation or occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the person, (c) the class Member and number of shares of capital stock of the Corporation which are beneficially owned by the person, each nominee and (d) any other Person(s) pursuant to which such nominations are to be made; (v) such other information relating to the person that is regarding each nominee as would be required to be disclosed included in solicitations for proxies for election of directors a proxy statement filed pursuant to the Rules and Regulations proxy rules of the Securities and Exchange Commission under Section 14 Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least Five Percent (5%) of the Securities Exchange Act of 1934, then outstanding Units and clearly setting forth the proposed nominee as amended, and (ii) as a candidate for the Director’s seat to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholderbe filled. The Corporation Company may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation Company to determine the eligibility of such proposed nominee to serve as a director Director. The presiding Officer of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shallmay, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedureprocedures, and if he should so determinedetermined, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. Nominations of persons Nominees for Manager positions up for election to shall be named by the Board of Directors of then-current Managers or by a nominating committee established by the Corporation at a meeting of stockholders of the Corporation Managers. Nominations may also be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation Member entitled to vote for in the election of directors at the meeting who complies with the Managers. Any Member that intends to nominate a Person for election as a Manager may do so only if written notice procedures set forth in this Article III, Section 3.4. Such nominations by any stockholder shall be made pursuant of such Member’s intent to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation make such nomination is given not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure annual meeting of the date of the meeting is given or made to stockholders, notice by the stockholder, Company at which such elections are to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which held. Each such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth forth: (i) as the name and address of the Member who intends to each make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person whom or by proxy at the stockholder proposes meeting to nominate for election or reelection as a director, the Person specified in the notice; (aiii) the name, age, business address and residence address of the person, (b) the principal occupation or occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the person, (c) the class Member and number of shares of capital stock of the Corporation which are beneficially owned by the person, each nominee and (d) any other Person(s) pursuant to which such nominations are to be made; (v) such other information relating to the person that is regarding each nominee as would be required to be disclosed included in solicitations for proxies for election of directors a proxy statement filed pursuant to the Rules and Regulations proxy rules of the Securities and Exchange Commission under Section 14 Commission; (vi) the consent of each nominee to serve as a Manager if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the Securities Exchange Act of 1934, then outstanding Units and clearly setting forth the proposed nominee as amended, and (ii) as a candidate for the Manager’s seat to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholderbe filled. The Corporation Company may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation Company to determine the eligibility of such proposed nominee to serve as a director Manager. The presiding Officer of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shallmay, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedureprocedures, and if he should so determinedetermined, he shall so declare to the meeting and the defective nomination shall be disregarded. The amendment or repeal of this Section 5.3 or the adoption of any provision inconsistent therewith shall require the approval of a majority of the Membership Voting Interests.

Nominations. i. Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.6 shall be eligible for election as directors of the Corporation. ii. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation Stockholders may be made at such meeting only (i) by or at the direction of the Board of Directors, Directors or (ii) by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation Stockholder entitled to vote for the election of directors at the meeting who satisfies the eligibility requirements (if any) set forth in the Certificate of Incorporation and who complies with the notice procedures set forth in this Article IIISection 3.6 and in the Certificate of Incorporation; provided, Section 3.4however, Stockholders may not nominate persons for election to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as set forth in the notice of such meeting, includes the election of directors. Such nominations Nominations by any stockholder Stockholders shall be made pursuant to timely notice in writing to the Secretary of the CorporationSecretary. To be timely, a stockholderStockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive offices office of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) 120th day and not sooner than the close of business on the 180th day prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of the previous year’s proxy statement, the notice must be received by the Corporation not later than the later of the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. To be timely, a Stockholder’s notice given in the context of a special meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not earlier than the close of business on the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow Xxxxx News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting and no nominations by a Stockholder of persons to be elected directors of the Corporation may be made at any such reconvened meeting other than pursuant to a notice that was mailed or such public disclosure was made, whichever first occurstimely for the meeting on the date originally noticed. iii. Such stockholder’s Each notice to the Secretary given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i1) as to each person whom the stockholder Stockholder proposes to nominate for election or reelection re-election as a director, (aA) the nameexact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address of the personand telephone number, (bC) the principal occupation or employment of the person, (c) the class and number of shares (if any) of capital each class of stock of the Corporation which are beneficially owned directly or indirectly by the person, such person and (dD) any all other information relating to the such person that is required to be disclosed in solicitations for of proxies for election of directors pursuant to Regulation 14A under the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of 1934such nomination, consent to being named in the proxy statement as amended, a nominee and statement of intention to serve as a director if elected); (ii2) as to the stockholder Stockholder giving the notice notice, (aA) the his name and record address, as they appear on the Corporation’s books, (B) his principal occupation, business address of the stockholder and telephone number and residence address and telephone number, (bC) the class and number of shares of capital stock of the Corporation which are held of record or beneficially owned by him and (D) the stockholderdates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and (3) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. The Corporation may require At the request of the Board of Directors, any proposed nominee to furnish such other information as may reasonably be required person nominated by the Corporation to determine the eligibility Board of such proposed nominee to serve as a director of the Corporation. No person shall be eligible Directors for election as a director shall furnish to the Secretary of the Corporation unless nominated that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. iv. The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. v. Nothing in this Section 3.6 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 of the Exchange Act. vi. The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shallin this Section 3.6 and, if the facts warrantany nomination is not in compliance with this Section 3.6, determine and to declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the such defective nomination shall be disregarded.

Nominations. Nominations Prior to the annual meeting of persons the Members, one or more nominees for the Director positions up for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may shall be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed named by the then current Board of Directors or by any stockholder a nominating committee established by the Board of the Corporation entitled to vote Directors. Nominations for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Such nominations Directors may also be made by any stockholder shall be made pursuant Member entitled to timely vote generally in the election of Directors. Any Member that intends to nominate a Person for election as a Director may do so only if written notice in writing of such Member’s intent to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation make such nomination is given not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of date which would be one year from the date of the past year’s annual meeting is given or made to stockholders, notice by of the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which Members. Each such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth forth: (i) as the name and address of the Member who intends to each make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person whom or by proxy at the stockholder proposes meeting to nominate for election or reelection as a director, the Person specified in the notice; (aiii) the name, age, business address and residence address of the person, (b) the principal occupation or occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the person, (c) the class Member and number of shares of capital stock of the Corporation which are beneficially owned by the person, each nominee and (d) any other Person(s) pursuant to which such nominations are to be made; (v) such other information relating to the person that is regarding each nominee as would be required to be disclosed included in solicitations for proxies for election of directors a proxy statement filed pursuant to the Rules and Regulations proxy rules of the Securities and Exchange Commission under Section 14 Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the Securities Exchange Act of 1934, then outstanding Units and clearly setting forth the proposed nominee as amended, and (ii) as a candidate for the Director’s seat to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholderbe filled. The Corporation Company may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation Company to determine the eligibility of such proposed nominee to serve as a director Director. The presiding Officer of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shallmay, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedureprocedures, and if he should so determinedetermined, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.5 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation Stockholders may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures only as set forth in this Article III, Section 3.4. Such nominations the Certificate of Incorporation. (c) Each notice given by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty Stockholder as contemplated by paragraph (60b) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary above shall set forth the following information, in addition to any other information or matters required by the Certificate of Incorporation: (i) as to each person whom the stockholder a Stockholder proposes to nominate for election or reelection re-election as a directordirector in accordance with the Certificate of Incorporation, (aA) the nameexact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address of the personand telephone number, (bC) the principal occupation or employment of the person, (c) the class and number of shares (if any) of capital each class of stock of the Corporation which are beneficially owned directly or indirectly by the person, such person and (dD) any all other information relating to the such person that is required to be disclosed in solicitations for of proxies for election of directors pursuant to Regulation 14A under the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of 1934such nomination, consent to being named in the proxy statement as amended, a nominee and statement of intention to serve as a director if elected); (ii) as to the stockholder Stockholder giving the notice notice, (aA) the his name and record address, as they appear on the Corporation’s books, (B) his principal occupation, business address of the stockholder and telephone number and residence address and telephone number, (bC) the class and number of shares of capital stock of the Corporation which are held of record or beneficially owned by him and (D) the stockholderdates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. The Corporation may require At the request of the Board of Directors, any proposed nominee to furnish such other information as may reasonably be required person nominated by the Corporation to determine the eligibility Board of such proposed nominee to serve as a director of the Corporation. No person shall be eligible Directors for election as a director shall furnish to the Secretary of the Corporation unless nominated in accordance with the procedures that information required to be set forth herein. in a Stockholder’s notice of nomination which pertains to the nominee. (d) The officer foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. (e) Nothing in this Section 3.5 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 of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregardedExchange Act.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders shareholders of the Corporation may be made at such meeting either by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder shareholder of the Corporation record entitled to vote for in the election of directors at the such meeting who complies has complied with the notice procedures set forth in this Article III, Section 3.43. Such nominations by any stockholder shall be made pursuant A shareholder who desires to nominate a person for election to the Board of Directors at a meeting of shareholders of the Corporation and who is eligible to make such nomination must give timely written notice in writing of the proposed nomination to the Secretary of the Corporation. To be timely, a stockholder’s shareholder's notice shall given pursuant to this Section 3 must be delivered to or mailed and received at the principal executive offices office of the Corporation not less than sixty (60) days nor more than ninety (90) calendar days prior to in advance of the meeting; provided however, that in the event that less date which is one year later than seventy (70) days notice or prior public disclosure of the date of the proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year's annual meeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held the previous year or if the date of the forthcoming annual meeting of shareholders has been changed by more than thirty (30) calendar days from the date contemplated at the time of the previous year's proxy statement or if the forthcoming meeting is given or made to stockholdersnot an annual meeting of shareholders of the Corporation, notice by the stockholder, then to be timely, timely such shareholder's notice must be so received no not later than the close of business on the tenth (10th) day following the earlier of (a) the day on which such notice of the date of the forthcoming meeting was mailed or such given to shareholders by or on behalf of the Corporation or (b) the day on which public disclosure of the date of the forthcoming meeting was made, whichever first occursmade by or on behalf of the Corporation. Such stockholder’s shareholder's notice to the Secretary of the Corporation shall set forth (ia) as to each person whom the stockholder shareholder proposes to nominate for election or reelection re-election as a director, director (ai) the name, age, business address and residence address of the such person, (bii) the principal occupation or employment of the such person, (ciii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by the such person, and (div) any other information relating to the such person that is required by law or regulation to be disclosed in solicitations for of proxies for the election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, Corporation and (iiv) such person's written consent to being named as a nominee for election as a director and to serve as a director if elected and (b) as to the stockholder shareholder giving the notice notice, (ai) the name and record address address, as they appear in the stock records of the stockholder and Corporation, of such shareholder, (bii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each nominee for election as a director and any other person or persons (naming such person or persons) relating to the stockholder. The Corporation may require nomination proposed to be made by such shareholder, and (iv) any proposed nominee to furnish such other information as may reasonably be required by the Corporation law or regulation to determine the eligibility of such proposed nominee be provided by a shareholder intending to serve nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation the information concerning such nominee which is required to be set forth in a shareholder's notice of a proposed nomination. No person shall be eligible for election as a director of the Corporation unless nominated in accordance compliance with the procedures set forth hereinin this Section 3. The officer chair of a meeting of shareholders of the Corporation presiding at an annual meeting shall, if shall refuse to accept the facts warrant, determine and declare to the meeting that a nomination was of any person not made in accordance compliance with the foregoing procedureprocedures set forth in this Section 3, and if he should so determine, he shall so declare to the meeting and the such defective nomination shall be disregarded.

Nominations. Nominations Other than with respect to the Series A Directors, nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.43.3. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, person and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules rules and Regulations regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, amended and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth hereinherein or in the Certificate of Designation. The Other than with respect to the Series A Directors, the officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.4. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.43. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.43.3. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders shareholders of the Corporation may be made at such meeting either by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder shareholder of the Corporation record entitled to vote for in the election of directors at the such meeting who complies has complied with the notice procedures set forth in this Article III, Section 3.43. Such nominations by any stockholder shall be made pursuant A shareholder who desires to nominate a person for election to the Board of Directors at a meeting of shareholders of the Corporation and who is eligible to make such nomination must give timely written notice in writing of the proposed nomination to the Secretary of the Corporation. To be timely, a stockholdershareholder’s notice shall given pursuant to this Section 3 must be delivered to or mailed and received at the principal executive offices office of the Corporation not less than sixty (60) days nor more than ninety (90) calendar days prior to in advance of the meeting; provided however, that in the event that less date which is one year later than seventy (70) days notice or prior public disclosure of the date of the proxy statement of the Corporation released to the shareholders of the Corporation in connection with the previous year’s annual meeting of shareholders of the Corporation; provided, however, that if no annual meeting of shareholders of the Corporation was held the previous year or if the date of the forthcoming annual meeting of shareholders has been changed by more than thirty (30) calendar days from the date contemplated at the time of the previous year’s proxy statement or if the forthcoming meeting is given or made to stockholdersnot an annual meeting of shareholders of the Corporation, notice by the stockholder, then to be timely, timely such shareholder’s notice must be so received no not later than the close of business on the tenth (10th) day following the earlier of (a) the day on which such notice of the date of the forthcoming meeting was mailed or such given to shareholders by or on behalf of the Corporation or (b) the day on which public disclosure of the date of the forthcoming meeting was made, whichever first occursmade by or on behalf of the Corporation. Such stockholdershareholder’s notice to the Secretary of the Corporation shall set forth (ia) as to each person whom the stockholder shareholder proposes to nominate for election or reelection re-election as a director, director (ai) the name, age, business address and residence address of the such person, (bii) the principal occupation or employment of the such person, (ciii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by the such person, and (div) any other information relating to the such person that is required by law or regulation to be disclosed in solicitations for of proxies for the election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, Corporation and (iiv) such person’s written consent to being named as a nominee for election as a director and to serve as a director if elected and (b) as to the stockholder shareholder giving the notice notice, (ai) the name and record address address, as they appear in the stock records of the stockholder and Corporation, of such shareholder, (bii) the class and number of shares of capital stock of the Corporation which are then beneficially owned by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each nominee for election as a director and any other person or persons (naming such person or persons) relating to the stockholder. The Corporation may require nomination proposed to be made by such shareholder, and (iv) any proposed nominee to furnish such other information as may reasonably be required by the Corporation law or regulation to determine the eligibility of such proposed nominee be provided by a shareholder intending to serve nominate a person for election as a director of the Corporation. At the request of the Board of Directors, any person nominated by or at the direction of the Board of Directors for election as a director of the Corporation shall furnish to the Secretary of the Corporation the information concerning such nominee which is required to be set forth in a shareholder’s notice of a proposed nomination. No person shall be eligible for election as a director of the Corporation unless nominated in accordance compliance with the procedures set forth hereinin this Section 3. The officer chair of a meeting of shareholders of the Corporation presiding at an annual meeting shall, if shall refuse to accept the facts warrant, determine and declare to the meeting that a nomination was of any person not made in accordance compliance with the foregoing procedureprocedures set forth in this Section 3, and if he should so determine, he shall so declare to the meeting and the such defective nomination shall be disregarded.

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.43. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s 's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s 's notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.