Common use of Notice of Stockholder Business Clause in Contracts

Notice of Stockholder Business. At an annual meeting of the Stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board or (b) by any Stockholder who complies with the notice procedures set forth in this Section 2.13. For business to be properly brought before an annual meeting by a Stockholder, the Stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than sixty days nor more than ninety days prior to the meeting; provided, however, that in the event that less than seventy days’ notice or prior public disclosure of the date of the meeting is given or made to the Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A Stockholder’s notice to the Secretary shall set forth as to each matter the Stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (b) the name and address, as they appear on the Corporation’s books, of the Stockholder proposing such business; (c) the class and number of Shares of the Corporation which are beneficially owned by the Stockholder; and (d) any material interest of the Stockholder in such business. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.13. The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.13, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this

Notice of Stockholder Business. (a) At an annual or special meeting of the Stockholdersstockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (aor any supplement thereto) given by or at the direction of the Board of Directors, (ii) properly brought before the meeting by or at the direction of the Board of Directors, or (biii) properly brought before the meeting by any Stockholder who complies with the notice procedures set forth in this Section 2.13a stockholder of record. For business to be properly brought before an annual meeting by a Stockholderstockholder, it must be a proper matter for stockholder action under the Stockholder Delaware General Corporation Law and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporationcorporation. To be timely, a Stockholder’s notice must stockholder proposal to be delivered to or mailed and presented at an annual meeting shall be received at the corporation’s principal executive offices of the Corporation, not less than sixty days nor more than ninety 120 days prior to the meeting; providedfirst anniversary of the date that the corporation’s (or its predecessor’s) proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, however, except that if no annual meeting was held in the event that less than seventy days’ notice previous year or prior public disclosure of the date of the annual meeting is given or made to more than 30 days earlier than the Stockholdersdate contemplated at the time of the previous year’s proxy statement, notice by the Stockholder stockholders to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed is publicly announced. “Public announcement” for purposes hereof shall have the meaning set forth in Article II, Section 2.15(c) of these Bylaws. In no event shall the public announcement of an adjournment or such public disclosure was madepostponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be properly brought before a special meeting, business must be brought before the meeting by or at the direction of the Board of Directors. (b) A Stockholderstockholder’s notice to the Secretary of the corporation shall set forth as to each matter the Stockholder stockholder proposes to bring before the annual meeting (ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; , (bii) the name and address, as they appear on the CorporationCompany’s books, of the Stockholder stockholder proposing such business; business and the name and address of the beneficial owner, if any, on whose behalf the business is being brought, (ciii) the class and number of Shares shares of the Corporation corporation which are owned beneficially owned and of record by the Stockholder; stockholder and such other beneficial owner , (div) any material interest of the Stockholder stockholder and such other beneficial owner in such business. Notwithstanding anything in these By-laws business and (v) whether either such stockholder or beneficial owner intends to deliver a proxy WEST\224280779 368986‑000020 sf-3366658 statement and form of proxy to holders of at least the contrary, no business shall be conducted at an annual meeting except in accordance with percentage of the procedures set forth in this Section 2.13. The chairman of an annual meeting shall, if corporation’s voting shares required under applicable law to carry the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.13, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. proposal. (c) Notwithstanding the foregoing provisions of thisthis Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw 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 under the Exchange Act.

Notice of Stockholder Business. At an annual or special meeting of the Stockholdersstockholders, only such business shall be conducted as shall have been properly brought before the meeting meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or of Directors, (b) properly brought before the meeting by any Stockholder who complies with or at the direction of the Board of Directors, or (c) properly brought before an annual meeting by a stockholder and if, and only if, the notice procedures set forth in this Section 2.13of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder. For business to be properly brought before an annual a meeting by a Stockholderstockholder, the Stockholder stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Stockholderstockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not Corporation no less than sixty (i) in the case of an annual meeting, ninety (90) days nor more than ninety one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting; , (provided, however, that in the event that less than seventy days’ notice no annual meeting was held in the previous year or prior public disclosure of the annual meeting is called for a date that is not within thirty (30) days from the anniversary date of the preceding year’s annual meeting is given or made to the Stockholdersdate, written notice by the Stockholder a stockholder in order to be timely must be received not later than the close of business on the 10th tenth day following the day on which such notice the first public disclosure of the date of the annual meeting was mailed or made), and (ii) in the case of a special meeting, ten (10) days prior to date of such public disclosure was mademeeting. A Stockholderstockholder’s notice to the Secretary shall set forth as to each matter the Stockholder stockholder proposes to bring before the annual or special meeting (a1) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting; , (b2) the name and address, as they appear on the Corporation’s books, of the Stockholder stockholder proposing such business; , (c3) the class and number of Shares shares of the Corporation which are beneficially owned by the Stockholder; stockholder, and (d4) any material interest of the Stockholder stockholder in such business. Notwithstanding anything in these By-laws the Bylaws to the contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this Section 2.131.7. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.131.7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this.

Notice of Stockholder Business. At an annual or special meeting of the Stockholdersstockholders, only such business shall be conducted as shall have been properly brought before the meeting meeting. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or of Directors, (b) properly brought before the meeting by any Stockholder who complies with or at the direction of the Board of Directors, or (c) properly brought before an annual meeting by a stockholder and if, and only if, the notice procedures set forth in this Section 2.13of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder. For business to be properly brought before an annual a meeting by a Stockholderstockholder, the Stockholder stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Stockholderstockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not Corporation no less than sixty (i) in the case of an annual meeting, ninety (90) days nor more than ninety one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting; , (provided, however, that in the event that less than seventy days’ notice no annual meeting was held in the previous year or prior public disclosure of the annual meeting is called for a date that is not within thirty (30) days from the anniversary date of the preceding year’s annual meeting is given or made to the Stockholdersdate, written notice by the Stockholder a stockholder in order to be timely must be received not later than the close of business on the 10th tenth day following the day on which such notice the first public disclosure of the date of the annual meeting was mailed made), and (ii) in the case of a special meeting, ten (10) days prior to date of such meeting. Delivery shall be by hand or such by certified or registered mail, return receipt requested. In no event shall the public disclosure was madeof an adjournment of an annual meeting commence a new time period for the giving of stockholder’s notice as described above. A Stockholderstockholder’s notice to the Secretary shall set forth as to each matter the Stockholder stockholder proposes to bring before the annual or special meeting (a1) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting; , (b2) the name and address, as they appear on the Corporation’s books, of the Stockholder stockholder proposing such business; , (c3) a representation that the stockholder is a holder of record of shares of stock of the Corporation entitled to vote with respect to such business and intends to appear in person or by proxy at the meeting to move the consideration of such business, (4) the class and number of Shares shares of the Corporation which are beneficially owned by the Stockholder; stockholder, and (d5) any material interest of the Stockholder stockholder in such business. Notwithstanding anything in these By-laws the Bylaws to the contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this Section 2.131.7. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.131.7, and if he should so determinein such event, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this.

Notice of Stockholder Business. At an annual meeting of the Stockholders------------------------------ stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (aor any supplement thereto) given by or at the direction of the Board of Directors, (ii) properly brought before the meeting by or at the direction of the Board of Directors, or (biii) properly brought before an annual meeting by any Stockholder who complies with the notice procedures set forth in this Section 2.13a stockholder. For business to be properly brought before an annual meeting by a Stockholderstockholder, the Stockholder stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Stockholder’s notice must stockholder proposal to be delivered to or mailed and presented at an annual meeting shall be received at the Corporation's principal executive offices of the Corporation, not less than sixty 120 calendar days nor more than ninety days prior in advance of the date that the Corporation's (or the Corporation's predecessor's) proxy statement was released to stockholders in connection with the meeting; providedprevious year's annual meeting of stockholders, however, except that if no annual meeting was held in the event that less than seventy days’ notice previous year or prior public disclosure of the date of the annual meeting is given or made to has been advanced by more than 30 calendar days from the Stockholdersdate contemplated at the time of the previous year's proxy statement, notice by the Stockholder stockholders to be timely must be received not later than the close of business on the 10th tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was madeis publicly announced. A Stockholder’s stockholder's notice to the Secretary of the Corporation shall set forth as to each matter the Stockholder stockholder proposes to bring before the annual meeting (ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; , (bii) the name and address, as they appear on the Corporation’s 's books, of the Stockholder stockholder proposing such business; , (ciii) the class and number of Shares shares of the Corporation which are beneficially owned by the Stockholder; stockholder, and (div) any material interest of the Stockholder stockholder in such business. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.13. The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.13, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this.

Notice of Stockholder Business. (a) At an annual or special meeting of the Stockholdersstockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (aor any supplement thereto) given by or at the direction of the Board of Directors, (ii) properly brought before the meeting by or at the direction of the Board of Directors, or (biii) properly brought before the meeting by any Stockholder who complies with the notice procedures set forth in this Section 2.13a stockholder of record. For business to be properly brought before an annual meeting by a Stockholderstockholder, it must be a proper matter for stockholder action under the Stockholder Delaware General Corporation Law and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporationcorporation. To be timely, a Stockholder’s notice must stockholder proposal to be delivered to or mailed and presented at an annual meeting shall be received at the corporation’s principal executive offices of the Corporation, not less than sixty days nor more than ninety 120 days prior to the meeting; providedfirst anniversary of the date that the corporation’s (or its predecessor’s) proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, however, except that if no annual meeting was held in the event that less than seventy days’ notice previous year or prior public disclosure of the date of the annual meeting is given or made to more than 30 days earlier than the Stockholdersdate contemplated at the time of the previous year’s proxy statement, notice by the Stockholder stockholders to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed is publicly announced. “Public announcement” for purposes hereof shall have the meaning set forth in Article II, Section 2.15(c) of these Bylaws. In no event shall the public announcement of an adjournment or such public disclosure was madepostponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be properly brought before a special meeting, business must be brought before the meeting by or at the direction of the Board of Directors. (b) A Stockholderstockholder’s notice to the Secretary of the corporation shall set forth as to each matter the Stockholder stockholder proposes to bring before the annual meeting (ai) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; , (bii) the name and address, as they appear on the CorporationCompany’s books, of the Stockholder stockholder proposing such business; business and the name and address of the beneficial owner, if any, on whose behalf the business is being brought, (ciii) the class and number of Shares shares of the Corporation corporation which are owned beneficially owned and of record by the Stockholder; stockholder and such other beneficial owner , (div) any material interest of the Stockholder stockholder and such other beneficial owner in such business. Notwithstanding anything in these By-laws business and (v) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the contrary, no business shall be conducted at an annual meeting except in accordance with percentage of the procedures set forth in this Section 2.13. The chairman of an annual meeting shall, if corporation’s voting shares required under applicable law to carry the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.13, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. proposal. (c) Notwithstanding the foregoing provisions of thisthis Bylaw, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw 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 under the Exchange Act.