Common use of Nominations Clause in Contracts

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 3.4 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 3.4 and in the Certificate of Incorporation; provided, however, 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 120 days nor more than 150 days in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting of Stockholders; 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 no earlier than 150 days prior to the date of the meeting and no later than the later of 120 days prior to the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. 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 later 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 Jxxxx 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, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice 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: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by the Stockholder and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) 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. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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. (e) Nothing in this Section 3.4 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. (f) 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 in this Section 3.4 and, if any nomination is not in compliance with this Section 3.4, to declare that such 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 3.4 3.6 shall be eligible for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any 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 Section 3.4 3.6 and in the Certificate of Incorporation; provided, however, 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not less later than 120 days nor more the close of business on the 120th day and not sooner than 150 days in advance the close of business on the 180th day prior to the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous preceding year’s annual meeting of Stockholdersmeeting; 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 no earlier than 150 days prior to the date of the meeting and no not later than the later of 120 days 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 was is first mademade by the Corporation. The first anniversary of the first annual meeting of Stockholders shall be deemed to be [May 10], 2009. 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 later 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 Jxxxx 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 adjournedadjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice 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: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice notice, (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by the Stockholder him and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) 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. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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. (e) Nothing in this Section 3.4 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. (f) 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 in this Section 3.4 3.6 and, if any nomination is not in compliance with this Section 3.43.6, to declare that such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Subject to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.4 shall be eligible for election as directors then-applicable terms of the Corporation. (b) Nominations Stockholders’ Agreement, nominations of persons for election to the Board of Directors of the Corporation at a meeting of Stockholders stockholders of the Corporation may be made only at such meeting (i) by or at the direction of the Board of Directors or Directors, (ii) by any Stockholder committee or persons appointed by the Board of Directors for such purposes or (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting and who is a stockholder of record at the time the notice provided for in this Article III, Section 3.3 is delivered to the Secretary of the Corporation, who complies with the notice procedures set forth in this Article III, Section 3.4 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election 3.3. In addition to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as other applicable requirements set forth in these Bylaws, for such nominations to be properly brought before an annual meeting by any stockholder, the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to stockholder must have given timely notice thereof in writing to the SecretarySecretary of the Corporation. 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 the Secretary at the principal executive office of the Corporation not less than 120 days nor more than 150 days in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting of Stockholders; 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 no earlier than 150 days prior to the date of the meeting and no later than the later of 120 days prior to the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. 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 offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day date on which public announcement is first made of the date of such meeting is first made by the special Corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting and for which notice of the nominees proposed by the Board of Directors meeting has already been given to be elected at such special meeting. For purposes stockholders or a public announcement of the foregoingmeeting date has already been made, “public announcement” means commence a new time period (or extend any time period) for the disclosure in giving of a press release reported by the PR Newswire, Dow Jxxxx 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 Actstockholder’s notice as described above. Any meeting such stockholder’s notice to the Secretary of Stockholders which is adjourned, a nomination(s) for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above director 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 stockholder proposes to nominate for election or re-election reelection as a director, (Aa) the exact name of such personname, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone numberof the person, (Cb) the number of shares (if any) of each class of stock principal occupation or employment of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cc) the class and number of shares of capital stock of the Corporation which that are held of record or beneficially owned by the Stockholder person, and by (d) any Stockholder Associated Personother 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 (Dii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (a) the dates upon which he name and any record address of the stockholder and beneficial owner and (b) the class and number of shares of capital stock of the Corporation that are beneficially owned by the stockholder and beneficial owner as of the date of the notice (including, if such Stockholder Associated Person acquired stockholder or beneficial owner is an entity, the ownership of each director, executive, managing member or control person of such entity), and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and documentary support such beneficial owner as of the record date for any claims of beneficial ownershipthe meeting, (Ec) whether a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination, (d) any agreement, arrangement or understanding with respect to the nomination between or among such stockholder, beneficial owner or control person and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (e) any agreement, arrangement or understanding (including including, without limitation, any derivative or short position positions, profit interests, options, hedging transactions, and borrowed or any borrowing or lending of loaned shares) that has been madeentered into as of the date of the stockholder’ s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss to or loss, manage risk or benefit of from changes in the share price changes forof any class or series of the Corporation’s stock, or to maintain, increase or decrease the voting power ofof the stockholder, such Stockholder beneficial owner or any such Stockholder Associated Person control person with respect to any share of stock securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting and (Ff) a representation whether the information required by clauses (A) and (B) above stockholder or the beneficial owner, if any, will engage in a solicitation with respect to any Stockholder Associated Person covered by clauses the nomination and, if so, the name of each participant in such solicitation (C) through (E) above; and (iii) a description as defined in Item 4 of all arrangements or understandings between Schedule 14A under the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) aboveExchange Act) and each nominee and any other person or persons (naming whether such person intends or persons) pursuant is part of a group which intends to which the nomination or nominations are deliver a proxy statement and/or form of proxy to be made by such Stockholder. At the request holders of shares representing at least 50% of the Board voting power of Directors, the stock entitled to vote generally in the election of directors. The Corporation may require any person nominated proposed nominee to furnish such other information as may reasonably be required by the Board Corporation to determine the eligibility of Directors such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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. (e) Nothing in this Section 3.4 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. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made unless nominated in accordance with the procedures set forth in this Section 3.4 andherein. The officer of the Corporation presiding at an annual meeting shall, if any the facts warrant, determine and declare to the meeting that a nomination is was not made in compliance accordance with this Section 3.4the foregoing procedures, and if he or she should so determine, such officer shall so declare to declare that such the meeting and the defective nomination shall be disregarded.

Nominations. (a) 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 3.4 3.6 shall be eligible for election as directors of the Corporation. (b) ii. Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any 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 Section 3.4 3.6 and in the Certificate of Incorporation; provided, however, 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not less later than 120 days nor more the close of business on the 120th day and not sooner than 150 days in advance the close of business on the 180th day prior to the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous preceding year’s annual meeting of Stockholdersmeeting; 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 no earlier than 150 days prior to the date of the meeting and no not later than the later of 120 days 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 was is first mademade 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 later 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 Jxxxx 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 adjournedadjourned and will reconvene within 30 days after the meeting date as originally noticed shall, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) iii. Each notice 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 proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii2) as to the Stockholder giving the notice notice, (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by the Stockholder him and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii3) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) 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. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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. (e) v. Nothing in this Section 3.4 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. (f) 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 in this Section 3.4 3.6 and, if any nomination is not in compliance with this Section 3.43.6, to declare that such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Subject to the contrary, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.4 shall be eligible for election as directors then-applicable terms of the Corporation. (b) Nominations Stockholders’ Agreement, nominations of persons for election to the Board of Directors of the Corporation at a meeting of Stockholders stockholders of the Corporation may be made only at such meeting (i) by or at the direction of the Board of Directors or Directors, (ii) by any Stockholder committee or persons appointed by the Board of Directors for such purposes or (iii) by any stockholder of the Corporation entitled to vote for the election of directors at the meeting and who is a stockholder of record at the time the notice provided for in this Article III, Section 3.3 is delivered to the Secretary of the Corporation, who complies with the notice procedures set forth in this Article III, Section 3.4 and in the Certificate of Incorporation; provided, however, Stockholders may not nominate persons for election 3.3. In addition to the Board of Directors at any special meeting of Stockholders unless the business to be transacted at such special meeting, as other applicable requirements set forth in these Bylaws, for such nominations to be properly brought before an annual meeting by any stockholder, the notice of such meeting, includes the election of directors. Nominations by Stockholders shall be made pursuant to stockholder must have given timely notice thereof in writing to the SecretarySecretary of the Corporation. 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 the Secretary at the principal executive office of the Corporation not less than 120 days nor more than 150 days in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting of Stockholders; 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 no earlier than 150 days prior to the date of the meeting and no later than the later of 120 days prior to the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. 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 offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day date on which public announcement is first made of the date of such meeting is first made by the special Corporation. In no event shall an adjournment or recess of an annual meeting, or a postponement of an annual meeting and for which notice of the nominees proposed by the Board of Directors meeting has already been given to be elected at such special meeting. For purposes stockholders or a public announcement of the foregoingmeeting date has already been made, “public announcement” means commence a new time period (or extend any time period) for the disclosure in giving of a press release reported by the PR Newswire, Dow Jxxxx 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 Actstockholder’s notice as described above. Any meeting such stockholder’s notice to the Secretary of Stockholders which is adjourned, a nomination(s) for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above director 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 stockholder proposes to nominate for election or re-election reelection as a director, (Aa) the exact name of such personname, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone numberof the person, (Cb) the number of shares (if any) of each class of stock principal occupation or employment of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (Cc) the class and number of shares of capital stock of the Corporation which that are held of record or beneficially owned by the Stockholder person, and by (d) any Stockholder Associated Personother 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 (Dii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (a) the dates upon which he name and any record address of the stockholder and beneficial owner and (b) the class and number of shares of capital stock of the Corporation that are beneficially owned by the stockholder and beneficial owner as of the date of the notice (including, if such Stockholder Associated Person acquired stockholder or beneficial owner is an entity, the ownership of each director, executive, managing member or control person of such entity), and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and documentary support such beneficial owner as of the record date for any claims of beneficial ownershipthe meeting, (Ec) whether a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination, (d) any agreement, arrangement or understanding with respect to the nomination between or among such stockholder, beneficial owner or control person and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other person, including, without limitation, any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (e) any agreement, arrangement or understanding (including including, without limitation, any derivative or short position positions, profit interests, options, hedging transactions, and borrowed or any borrowing or lending of loaned shares) that has been madeentered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss to or loss, manage risk or benefit of from changes in the share price changes forof any class or series of the Corporation’s stock, or to maintain, increase or decrease the voting power ofof the stockholder, such Stockholder beneficial owner or any such Stockholder Associated Person control person with respect to any share of stock securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting and (Ff) a representation whether the information required by clauses (A) and (B) above stockholder or the beneficial owner, if any, will engage in a solicitation with respect to any Stockholder Associated Person covered by clauses the nomination and, if so, the name of each participant in such solicitation (C) through (E) above; and (iii) a description as defined in Item 4 of all arrangements or understandings between Schedule 14A under the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) aboveExchange Act) and each nominee and any other person or persons (naming whether such person intends or persons) pursuant is part of a group which intends to which the nomination or nominations are deliver a proxy statement and/or form of proxy to be made by such Stockholder. At the request holders of shares representing at least 50% of the Board voting power of Directors, the stock entitled to vote generally in the election of directors. The Corporation may require any person nominated proposed nominee to furnish such other information as may reasonably be required by the Board Corporation to determine the eligibility of Directors such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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. (e) Nothing in this Section 3.4 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. (f) The chairman of a meeting of Stockholders shall have the power and duty to determine whether a nomination was made unless nominated in accordance with the procedures set forth in this Section 3.4 andherein. The officer of the Corporation presiding at an annual meeting shall, if any the facts warrant, determine and declare to the meeting that a nomination is was not made in compliance accordance with this Section 3.4the foregoing procedures, and if he or she should so determine, such officer shall so declare to declare that such 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 3.4 shall be eligible Nominations of candidates for election as directors of the Corporation. (b) Nominations of persons for election to the Board of Directors Corporation at a any annual meeting of Stockholders may be made only by any holder of record (i) by or at the direction both as of the Board time notice of Directors or (iisuch nomination is given by the stockholder as set forth below and as of the record date for the annual meeting in question) by of any Stockholder shares of the capital stock of the Corporation entitled to vote for the election of directors at the such annual meeting and who complies with the notice procedures timing, informational and other requirements set forth in this Section 3.4 and 3.5. Nominations, other than those made in the manner provided for in Article V of the Certificate of Incorporation; provided, however, 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the SecretarySecretary of the Corporation as set forth in this Section 3.5. To A stockholder's notice shall be timelytimely if delivered to, a Stockholder’s notice given or mailed to and received by, the Corporation at its principal executive offices of the Corporation (a) in the context case of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation meeting, not less than 120 75 days nor more than 150 days in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting of Stockholders; 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 no earlier than 150 105 days prior to the anniversary date of the immediately preceding annual meeting and no later than the later of 120 days prior to the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. To be timelystockholders; PROVIDED, a Stockholder’s notice given HOWEVER, that in the context of event that the annual meeting is called for a special meeting of Stockholders shall date that is not within 30 days before or 60 days after such anniversary date, notice by the stockholder in order to be delivered to or mailed and timely must be so received at the principal executive office of the Corporation not later than the close of business on the 10th day following the day on which public announcement is such notice of the date of the annual meeting was mailed or Public Announcement of the date of the annual meeting was made, whichever first made occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which such notice of the date of the special meeting and was mailed or Public Announcement of the nominees proposed by the Board of Directors to be elected at such special meeting. For purposes date of the foregoing, “public announcement” means the disclosure in a press release reported by the PR Newswire, Dow Jxxxx 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 special meeting of Stockholders which is adjourned, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice 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: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by the Stockholder and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) 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. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nomineewhichever first occurs. (d) 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. (e) Nothing in this Section 3.4 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. (f) 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 in this Section 3.4 and, if any nomination is not in compliance with this Section 3.4, to declare that such defective nomination shall be disregarded.

Nominations. (a) Notwithstanding anything in these Bylaws Not later than 5 Business Days prior to the contraryfirst Day of each Month, only persons who are nominated in accordance with the procedures hereinafter set forth in this Section 3.4 shall be eligible User must provide to Service Provider its nominations for election as directors each Service for each Day of the Corporationthat Month. (b) Nominations of persons User may provide Service Provider with nominations for election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any Stockholder entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 3.4 and in the Certificate of Incorporation; provided, however, 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 120 days nor more than 150 days one Month in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders advance, which shall remain in connection effect until User provides Service Provider with the previous year’s annual meeting of Stockholders; 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 no earlier than 150 days prior to the date of the meeting and no later than the later of 120 days prior to the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. 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 later 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 Jxxxx 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, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticedrevised nomination. (c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth By no later than the Nomination Cut-Off Time on each Day User must give Service Provider its nomination for each Service under this Agreement for the next Day and its best estimate of its nomination for each Service under this Agreement for the following information, in addition to two Days. Each such nomination and best estimate will prevail over any other information or matters required nomination for the relevant Day that may have been provided by User under clause 8.1(a). (d) User's nomination must specify the Certificate quantity of IncorporationGas nominated: (i) as to be supplied by User at each person whom the Stockholder proposes to nominate for election or re-election as a director, (A) the exact name of such person, (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) the number of shares (if any) Receipt Point in respect of each class of stock of Service and in aggregate at the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected);Receipt Points; and (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by the Stockholder and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; and (iii) a description of all arrangements or understandings between the Stockholder giving the notice (or any Stockholder Associated Person covered by clause (ii) above) 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. At taken at each Delivery Point in respect of each Service and in aggregate at the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. (d) 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 IncorporationDelivery Points. (e) Nothing in this Section 3.4 shall be If any of the quantities of Gas nominated by User for a Day under clause 8.1(c) (or deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement have been nominated for that Day under clause 8.2) are not scheduled by Service Provider pursuant to Rule 14a-8 of clause 9, Service Provider will advise User by a scheduled quantities report by electronic means as soon as practicable (and in any event by no later than the Exchange Actlatest Scheduling Time applicable to the Services nominated (or deemed to have been nominated) by User for that Day). (f) The chairman Where User has submitted a nomination under this clause 8.1, and Service Provider reasonably believes that nomination is not bona fide, Service Provider will have the right to reject such nomination in whole or in part. Where Service Provider rejects such nomination, it will advise User via the CRS, email or electronic means as soon as practicable. (g) If the sum of any nominations in respect of a meeting Service for any Day exceeds the applicable MDQ, Service Provider may reduce those nominations to the amount of Stockholders shall the applicable MDQ, and those reduced quantities will be deemed to be the nominated quantities. (h) By making nominations in accordance with this clause 8.1, User will be deemed to have warranted that User has made to the power relevant Interconnect Parties, and duty to determine whether those Interconnect Parties have accepted, a nomination was for the supply at the relevant Receipt Points of the quantity of Gas the subject of the nominations made in accordance with this clause 8.1 (including User’s share of any System Use Gas and any Imbalance Correction Quantity) on the procedures set forth in this Section 3.4 and, if any nomination relevant Day. (i) User is not in compliance with this Section 3.4, solely responsible for the accuracy of its nominations and Service Provider will have no obligation to declare that such defective nomination shall be disregardedenquire whether nominations are correct.

Nominations. (ai) Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance In connection with the procedures hereinafter set forth in this Section 3.4 shall be eligible for election as directors any annual meeting of the Corporation. stockholders of the Principal Borrower or any special meeting of the stockholders of the Principal Borrower at which directors are to be elected following the First Restated Closing, until such time as both (bA) Nominations the aggregate principal amount outstanding under the Notes is less than $5,000,000 and (B) the Lenders and/or their Affiliates and/or Related Funds beneficially own (within the meaning of persons Rule 13d-3 under the 0000 Xxx) less than twenty percent (20%) of the issued and outstanding shares of Common Stock of the Principal Borrower (such date, the “Lender Rights Termination Date”), the Nominating and Corporate Governance Committee of the Board shall recommend the nomination of, and the Board shall nominate for reelection (or election), recommend that the Principal Borrower’s stockholders vote in favor of election to the Board of Directors at a meeting of Stockholders may be made only (i) by or at the direction of, and solicit proxies in favor of the election of, and the Principal Borrower and the Board shall otherwise take all actions as are reasonably necessary or desirable to elect, those Lender Designees whose terms of Directors or office expire at such stockholder meeting (ii) by any Stockholder entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 3.4 and or, in the Certificate discretion of Incorporation; providedthe Agent, however, Stockholders may not nominate persons for election such replacements thereof or successors thereto designated by the Agent) 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. Nominations by Stockholders shall be made pursuant to timely notice in writing to the Secretary. To be timely, a Stockholder’s notice given in the context of an annual meeting of Stockholders shall be delivered to or mailed and received at the principal executive office of the Corporation not less than 120 days nor more than 150 days in advance of the first anniversary of the date of the Corporation’s proxy statement released to Stockholders in connection with the previous year’s annual meeting of StockholdersBoard; provided, however, that if no annual with respect to any such meeting was held of the stockholders of the Principal Borrower after the First Stockholders Meeting, in the previous year or event that the date Board determines in good faith, after consultation with outside legal counsel, that its nomination of a particular Lender Designee would constitute a breach of its fiduciary duties to the Principal Borrower’s stockholders, then the Principal Borrower shall nominate another individual designated for election to the Board by the Agent (subject in each case to this proviso) and the Board and the Principal Borrower shall take all of the annual actions required by this Section 8.34(c) with respect to the election at such stockholder meeting of Stockholders has been changed by more than 30 calendar days from such substitute Lender Designee; and provided, further, that the date contemplated Board shall only be obligated pursuant to this Section 8.34(c) to nominate for election at such stockholder meeting (and take the time other required actions with respect to) two (2) Lender Designees. (ii) The Principal Borrower, the Nominating and Corporate Governance Committee of the previous yearBoard and the Board shall take all actions (including making any filings and disclosures, and taking any other actions necessary, to comply with applicable laws), so that, upon the Principal Borrower’s proxy statementhiring and appointment of a new Chief Executive Officer of the Principal Borrower as successor to Xxxxxx Xxxx, such new Chief Executive Officer shall become a member of the notice must be received by the Corporation no earlier than 150 days Board (or, if such hiring and appointment occurs prior to the date of the meeting and First Stockholders Meeting, no later than such date). The Board shall not nominate for reelection (or election) at the later First Stockholders Meeting at least one of 120 days prior to the individuals serving as a member of the Board as of the date hereof or any other replacement therefor (other than the new Chief Executive Officer). As a result of the foregoing, immediately following the date of the meeting or the 10th day following the day on which public announcement of the meeting was first made. To be timelyFirst Stockholders Meeting, 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 later 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 Jxxxx 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, for purposes of any notice contemplated by this paragraph (b), shall 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 timely for the meeting on the date originally noticed. (c) Each notice 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: (i) as to each person whom the Stockholder proposes to nominate for election or re-election as a director, either (A) the exact name new Chief Executive Officer of such person, the Principal Borrower shall be a member of the Board or (B) such person’s age, principal occupation, business address and telephone number and residence address and telephone number, (C) there shall be a vacancy on the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person that would be required Board to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); (ii) as to the Stockholder giving the notice (A) his name and address, as they appear on the Corporation’s books, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned filled by the Stockholder new Chief Executive Officer upon his hiring and by any Stockholder Associated Person, (D) the dates upon which he and any such Stockholder Associated Person acquired such shares of stock and documentary support for any claims of beneficial ownership, (E) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation and (F) the information required by clauses (A) and (B) above with respect to any Stockholder Associated Person covered by clauses (C) through (E) above; andappointment. (iii) a description The provisions of all arrangements or understandings between this Section 8.34(c) are in addition to, and shall not limit, any rights that any of the Stockholder giving the notice (Lenders or any Stockholder Associated Person covered by clause (ii) above) and each nominee and any other person of their respective Affiliates or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election Related Funds may have as a director shall furnish record holder or beneficial owner of shares of Common Stock as a matter of applicable law with respect to the Secretary election of the Corporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nomineedirectors or otherwise. (d) 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. (e) Nothing in this Section 3.4 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. (f) 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 in this Section 3.4 and, if any nomination is not in compliance with this Section 3.4, to declare that such defective nomination shall be disregarded.