Common use of Notice of Stockholder Business Clause in Contracts

Notice of Stockholder Business. (a) At an annual or special meeting of the 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 (or 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 (iii) properly brought before the meeting by a stockholder of record. For business to be properly brought before an annual meeting by a stockholder, it must be a proper matter for stockholder action under the Delaware General Corporation Law and the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder proposal to be presented at an annual meeting shall be received at the corporation’s principal executive offices not less than 120 days prior to the first 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, except that if no annual meeting was held in the previous year or the date of the annual meeting is more than 30 days earlier than the date contemplated at the time of the previous year’s proxy statement, notice by the stockholders to be timely must be received not later than the close of business on the 10th day following the day on which the date of the annual meeting 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 postponement 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 stockholder’s notice to the Secretary of the corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the name and address, as they appear on the Company’s books, of the stockholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the business is being brought, (iii) the class and number of shares of the corporation which are owned beneficially and of record by the stockholder and such other beneficial owner , (iv) any material interest of the stockholder and such other beneficial owner in such 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 percentage of the corporation’s voting shares required under applicable law to carry the proposal. (c) Notwithstanding the foregoing provisions of this 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. (a) At an annual or special meeting of the 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 (or 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 (iii) properly brought before the meeting by a stockholder of record. For business to be properly brought before an annual meeting by a stockholder, it must be a proper matter for stockholder action under the Delaware General Corporation Law and the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder proposal to be presented at an annual meeting shall be received at the corporation’s principal executive offices not less than 120 days prior to the first 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, except that if no annual meeting was held in the previous year or the date of the annual meeting is more than 30 days earlier than the date contemplated at the time of the previous year’s proxy statement, notice by the stockholders to be timely must be received not later than the close of business on the 10th day following the day on which the date of the annual meeting 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 postponement 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 stockholder’s notice to the Secretary of the corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting, (ii) the name and address, as they appear on the Company’s books, of the stockholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the business is being brought, (iii) the class and number of shares of the corporation which are owned beneficially and of record by the stockholder and such other beneficial owner , (iv) any material interest of the stockholder and such other beneficial owner in such 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 percentage of the corporation’s voting shares required under applicable law to carry the proposal. (c) Notwithstanding the foregoing provisions of this 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. (a) At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual a meeting, business must be (ia) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (iib) properly brought before the meeting by or at the direction of the Board of Directors, or (iiic) properly brought before an annual meeting by a stockholder and if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder of recordstockholder. For business to be properly brought before an annual a meeting by a stockholder, it must be a proper matter for stockholder action under the 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 proposal stockholder’s notice must be delivered to be presented at an annual meeting shall be or mailed and received at the corporation’s principal executive offices not of the Corporation no less than 120 (i) in the case of an annual meeting, ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary date of the date immediately preceding annual meeting, (provided, however, that in the corporation’s (or its predecessor’s) proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, except event that if no annual meeting was held in the previous year or 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 more than 30 days earlier than the date contemplated at the time of the previous year’s proxy statementdate, written notice by the stockholders 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 the first public disclosure of the date of the annual meeting is publicly announcedwas made), and (ii) in the case of a special meeting, ten (10) days prior to date of such meeting. “Public announcement” for purposes hereof Delivery shall have the meaning set forth in Article IIbe by hand or by certified or registered mail, Section 2.15(c) of these Bylawsreturn receipt requested. In no event shall the public announcement disclosure of an adjournment or postponement 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 stockholder’s notice to the Secretary of the corporation shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i1) 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, (ii2) the name and address, as they appear on the CompanyCorporation’s books, of the stockholder proposing such business, (3) 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 name and address meeting to move the consideration of the beneficial owner, if any, on whose behalf the business is being broughtsuch business, (iii4) the class and number of shares of the corporation Corporation which are beneficially owned beneficially and of record by the stockholder stockholder, and such other beneficial owner , (iv5) any material interest of the stockholder and such other beneficial owner in such 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 business. Notwithstanding anything in the percentage of the corporation’s voting shares required under applicable law to carry the proposal. (c) Notwithstanding the foregoing provisions of this 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 Bylaws to the matters contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this BylawSection 1.7. Nothing 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 Bylaw Section 1.7, and in such event, such business not properly brought before the meeting shall not 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 Acttransacted.

Notice of Stockholder Business. (a) At an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual a meeting, business must be (ia) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (iib) properly brought before the meeting by or at the direction of the Board of Directors, or (iiic) properly brought before an annual meeting by a stockholder and if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder of recordstockholder. For business to be properly brought before an annual a meeting by a stockholder, it must be a proper matter for stockholder action under the 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 proposal stockholder’s notice must be delivered to be presented at an annual meeting shall be or mailed and received at the corporation’s principal executive offices not of the Corporation no less than 120 (i) in the case of an annual meeting, ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary date of the date immediately preceding annual meeting, (provided, however, that in the corporation’s (or its predecessor’s) proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, except event that if no annual meeting was held in the previous year or 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 more than 30 days earlier than the date contemplated at the time of the previous year’s proxy statementdate, written notice by the stockholders 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 the first public disclosure of the date of the annual meeting is publicly announced. “Public announcement” for purposes hereof shall have was made), and (ii) in the meaning set forth in Article II, Section 2.15(c) case of these Bylaws. In no event shall the public announcement of an adjournment or postponement 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 ten (10) days prior to date of the Board of Directors. (b) such meeting. A stockholder’s notice to the Secretary of the corporation shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i1) 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, (ii2) the name and address, as they appear on the CompanyCorporation’s books, of the stockholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the business is being broughtbusiness, (iii3) the class and number of shares of the corporation Corporation which are beneficially owned beneficially and of record by the stockholder stockholder, and such other beneficial owner , (iv4) any material interest of the stockholder and such other beneficial owner in such 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 business. Notwithstanding anything in the percentage of the corporation’s voting shares required under applicable law to carry the proposal. (c) Notwithstanding the foregoing provisions of this 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 Bylaws to the matters contrary, no business shall be conducted at an annual or special meeting except in accordance with the procedures set forth in this BylawSection 1.7. Nothing 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 Bylaw Section 1.7, 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 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 Acttransacted.

Notice of Stockholder Business. (a) At an annual or special meeting of the ------------------------------ 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 (or 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 (iii) properly brought before the an annual meeting by a stockholder of recordstockholder. For business to be properly brought before an annual meeting by a stockholder, it must be a proper matter for stockholder action under the 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 proposal to be presented at an annual meeting shall be received at the corporation’s Corporation's principal executive offices not less than 120 calendar days prior to the first anniversary in advance of the date that the corporation’s Corporation's (or its the Corporation's predecessor’s's) proxy statement was released to stockholders in connection with the previous year’s 's annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting is has been advanced by more than 30 calendar days earlier than from the date contemplated at the time of the previous year’s 's proxy statement, notice by the stockholders to be timely must be received not later than the close of business on the 10th tenth day following the day on which the date of the annual meeting 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 postponement 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 stockholder’s 's notice to the Secretary of the corporation Corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, (ii) the name and address, as they appear on the Company’s Corporation's books, of the stockholder proposing such business and the name and address of the beneficial owner, if any, on whose behalf the business is being broughtbusiness, (iii) the class and number of shares of the corporation Corporation which are beneficially owned beneficially and of record by the stockholder stockholder, and such other beneficial owner , (iv) any material interest of the stockholder and such other beneficial owner in such 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 percentage of the corporation’s voting shares required under applicable law to carry the proposalbusiness. (c) Notwithstanding the foregoing provisions of this 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.