Common use of Special Meetings of Stockholders Clause in Contracts

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Special meetings of stockholders may be called only in accordance with the certificate of incorporation and Section 2.3(a) of these bylaws. Only such business shall will be conducted at a special meeting of stockholders as shall have has been brought before the special meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special Board of Directors has determined that directors shall be elected at such meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who (i) is a stockholder of record both at the time of giving of the notice provided for in contemplated by this Section 2.11 and 2.4(b); (ii) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the special meeting; (iii) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the special meeting; (iv) is a stockholder of record at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated ; and who has complied (v) complies with the notice procedures set forth in this Section 2.112.4(b). In The number of nominees a stockholder may nominate for election at the event special meeting (or in the Corporation calls case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders for the purpose of electing one or more individuals pursuant to the Board of Directorsthis Section 2.4(b), any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required notice must be received by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office offices of the Corporation not no earlier than 8:00 a.m., local time, on the 120th day prior to such the day of the special meeting and not no later than 5:00 p.m., Eastern Timelocal time, on the later of the 90th day prior to such the day of the special meeting or the tenth 10th day following the day on which public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingwas first made by the Corporation. The public announcementIn no event will any adjournment, if any, of a rescheduling or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice. A stockholder’s notice as described aboveto the secretary must comply with the applicable notice requirements of Section 2.4(a)(iii).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the CorporationCompany’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Company’s notice of meeting (ix) by or at the direction of the Board of Directors or any committee thereof or (iiy) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation Company who is a beneficial owner or stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.12 is delivered to the time Secretary of the special meetingCompany, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.12. In the event the Corporation Company calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the CorporationCompany’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4) of this Section 2.11, is 2.12 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and Company not later than 5:00 p.m., Eastern Time, on the later of the 90th close of business on the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, is first made date of Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting and not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting. The public announcement, if any, In no event shall the Public Disclosure of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s (or extend any notice as described abovetime period).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meetingmeeting pursuant to Article III, Section 10 of these By-Laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation's notice of meeting (ia) by or at the direction of the Chief Executive Officer or the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.11By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In Nominations of stockholders of persons for election to the event the Corporation calls Board of Directors may be made at such a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information 's notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is By-Law shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th ninetieth day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th seventieth day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iiiii) provided that the Board has determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of DirectorsBoard, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 11 shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., pm Eastern Time, Time on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 11(c) of ARTICLE II shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors are to be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is (A) was a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11(c) of ARTICLE II and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated and who has complied (C) complies with the notice procedures set forth provided for in this Section 2.1111(c) of ARTICLE II. In For the event avoidance of doubt, the Corporation calls foregoing clause (ii) of this Section 11(c) of ARTICLE II shall be the exclusive means for a stockholder to propose nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 11(c) of ARTICLE II to the Secretary (including that such notice shall set forth all of the information required by Section 11(b)(iii) of this Article II and such information shall be updated as of the record date to determine the stockholders entitled to vote at the meeting not later than 10 days after such record date) ). To be timely, a stockholder’s notice for the purpose nomination of electing one or more individuals persons for election to the Board of Directors, any stockholder may nominate an individual or individuals (as Directors must be received by the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, a 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 meeting. The public announcementIn no event shall any adjournment, if any, of a deferral or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Notices delivered pursuant to Section 11(c) of ARTICLE II will be deemed received on any given day if received prior to the close of business on such day. To be in proper written form, such stockholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of ARTICLE II.

Special Meetings of Stockholders. Only such No business shall may be conducted transacted at a any special meeting of stockholders as shall have been brought before other than the meeting pursuant to business specified in the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board of Directors or these bylaws or (ii2) provided that the Board (or, if applicable, a stockholder exercising its right to call a special meeting meeting) has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 2.5 and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who (iii) has complied with the notice procedures set forth in this Section 2.112.5 as to such notice and nomination. The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by and meeting the requirements of paragraphs (a)(3i)(b), (i)(c), (i)(d), (i)(e) and (4i)(f) of this Section 2.11, is 2.05 shall be delivered to the secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such Stockholders shall not be permitted to propose business shall to be conducted at brought before a special meeting of stockholders as shall have been the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to the Corporation’s notice Section 3 of meetingthis Article II. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors Directors, or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record both of the Corporation at the time of giving of the notice provided for in this Section 2.11 9 is delivered to the Secretary of the Corporation and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated and who has complied upon such election, and (C) complies with the notice procedures set forth in this Section 2.119 as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the a stockholder’s notice, notice containing all of the information required by paragraphs (a)(3) and (4) of hereof as if the special meeting were an annual meeting with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by this Section 2.11, is Bylaw) shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of of: (i) the 90th ninetieth (90th) day prior to such special meeting or (ii) the tenth (10th) day following the day on which public announcement, if any, announcement is first made by the Corporation of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board or any committee thereof, the Chairman of Directors the Board or the Chief Executive Officer or (ii2) provided that the special meeting Board pursuant to Section 1.3 hereof has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 1.10 is delivered to the Secretary of the Corporation and at the time of the special meeting, who (b) is entitled to vote at the special meeting in the election of each individual so nominated and who has complied (c) complies with the notice procedures and conditions set forth in this Section 2.111.10 (including the information requirements in paragraph (A)(2) of Section 1.10) as to such nomination. For the avoidance of doubt, clause (2) of the foregoing sentence of this paragraph (B) of Section 1.10 shall be the exclusive means for a stockholder to propose nominations of persons for election to the Board at a special meeting of stockholders at which directors are to be elected. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the a stockholder’s notice, containing notice meeting the information required by paragraphs requirements of paragraph (a)(3) and (4A)(2) of this Section 2.11, is 1.10 shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or and the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall the adjournment or postponement or adjournment of a special meeting shall not as to which notice has been sent to stockholders, or any public announcement with respect thereto, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or a committee thereof, or (ii2) provided provided, that the special meeting has been called in accordance with paragraph (a) Board of Section 2.3 for the Directors or such committee have determined that a purpose of electing the meeting is to elect directors, by any stockholder of the Corporation who (i) is a stockholder of record both of the Corporation at the time of giving of the notice provided for in this Section 2.11 7 is delivered to the Secretary of the Corporation and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who has complied upon such election, and (iii) complies with the notice procedures set forth in this Section 2.117 as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) hereof with respect to any nomination (including the completed and (4signed questionnaire, representation and agreement required by these Bylaws) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the CorporationFund’s notice of meeting. No stockholder may make a proposal of other business to be considered at a special meeting or, except as contemplated by and in accordance with the next two sentences of this Section 2.11(b), nominate an individual for election to the Board of Directors at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (aSection 2.2(a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation Fund who is a stockholder of record both at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingmeeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation Fund calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the CorporationFund’s notice of meeting, if the stockholder’s notice, containing the information and representations required by paragraphs (a)(3) and (4) of this Section 2.11, is 2.11(a) shall be delivered to the secretary Secretary at the principal executive office of the Corporation Fund not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting (or public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) as provided in the Sponsor Stockholders Agreements and the Amended and Restated Certificate of Incorporation, (2) by or at the direction of the Board of Directors or any committee thereof or (ii3) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who (subject to paragraph (C)(4) of this Section 2.03) complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record both at the time of giving of such notice provided is delivered to the Secretary and on the record date for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 2.03 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iiiii) provided that the Board of Directors has determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs paragraph (a)(3) and (4) of this Section 2.1111, is shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, Time on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such The business to be transacted at any special meeting shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant limited to the Corporation’s purposes stated in the notice of meetingsuch meetings. Nominations of individuals persons for election to the Board board of Directors directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board board of Directors directors or (ii2) provided that the special meeting board of directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 2.4 and is a shareholder of record at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.4. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board board of Directorsdirectors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 2.4 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to the date of such special meeting or the tenth 10th day following the day on which public announcement, if any, announcement is first made of the date of the special meeting and of the nominees proposed by the Board board of Directors directors to be elected at such meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors Directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a Committee appointed by the Board for such purpose or (ii) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for determined that the purpose of electing directorsDirectors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.111.12(b) and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to Directors of the Board of DirectorsCorporation, any stockholder entitled to vote at such meeting may nominate an individual a person or individuals (persons, as the case may be) , for election as a director to such position(s) as specified in by the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3) and (4Section 1.12(a)(ii) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th day 120 days prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only A special meeting of the stockholders may be called by (i) the Chairman of the Board, (ii) the President, (iii) the Board of Directors pursuant to a resolution approved by a majority of the Board of Directors then in office or (iv) pursuant to a written request of holders of 20% of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors. Upon the delivery to the Corporation of such business a written request by stockholders for the holding of a special meeting of stockholders, the Corporation shall within ten days determine whether such demand has been made by holders of at least 20% of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors and, if so, shall hold a meeting of the Board of Directors within five days of such determination. At such meeting, the Board of Directors shall set the time and place of such special meeting, which time shall be conducted not less than 30 days and not more than 45 days after the date of such meeting of the Board of Directors. The place of meeting shall be generally suitable for holding a meeting of stockholders and generally convenient to the stockholders. At such meeting of the Board of Directors, the Board of Directors shall also set the date for determination of stockholders of record in accordance with Section 213 of the DGCL. Following such meeting of the Board of Directors, the Secretary of the Corporation will cause notice of the meeting and the relevant dates to be promptly sent to the stockholders entitled to vote at such meeting. The business transacted at a special meeting of the stockholders as shall have been brought before the meeting pursuant be limited to the Corporation’s purpose or purposes stated in the notice of the meeting, which in the case of a special meeting called at the request of the stockholders shall be the purpose or purposes stated in such request. Nominations of individuals persons for election to the Board of Directors pursuant to a special meeting may be made by any stockholder at a the special meeting of stockholders called by stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described aboveelected.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (aSection 2.8(B) of these Bylaws. Subject to Section 2.3 for the purpose 2.9(C)(4) of electing directorsthese Bylaws, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Section 2.10 of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary. To be timely, a stockholder’s notice, containing notice pursuant to the information required by paragraphs (a)(3) and (4) of this Section 2.11, is preceding sentence shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to the date of such special meeting or or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. In addition, to be considered timely, a stockholder’s notice pursuant to the first sentence of this paragraph shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or a Committee appointed by the Board for such purpose or (ii2) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.111.12(b) and who is a stockholder of record at the time such notice is delivered to the Secretary and at the date of the meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to directors of the Board of DirectorsCorporation, any stockholder entitled to vote at such meeting may nominate an individual a person or individuals (persons, as the case may be) , for election as a director to such position(s) as specified in by the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3) and (4Section 1.12(a)(ii) of this Section 2.11, is these By-laws shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th one hundred and twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to by or at the Corporation’s notice direction of meetingthe Board. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided if the Board has determined that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdirectors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record (and with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving of notice provided for in this Section 2.11 these Bylaws and on the record date for determination of stockholders entitled to vote at the time of the special meeting, who (b) is entitled to vote at the meeting in the election of each individual so nominated and who has complied upon such election, and (c) complies with the notice procedures set forth in this Section 2.11these Bylaws and applicable law. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing stockholder delivers notice with the information required by paragraphs (a)(3c) and (4with the updates required by Section 2.8(A)(3)) of this these Bylaws with respect to any nomination (including the completed and signed questionnaire and representation and agreement required by Section 2.11, is 2.8(A)(2)(d) of these Bylaws). Such notice shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment the announcement thereof of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Only such persons who are nominated in accordance with the procedures set forth in Paragraph (B) of this Section 2.8 (including persons nominated by or at the director of the Board) shall be eligible to be elected at a special meeting of stockholders of the Corporation to serve as directors.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporationcorporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i1) by or at the direction of the Board of Directors Directors, including pursuant to the corporation’s notice of meeting, (2) pursuant to Section 2 of this Bylaw, or (ii3) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation corporation who (i) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 Bylaw and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated (including any adjournment or postponement thereof), and who has complied (iii) complies with the notice procedures set forth in this Section 2.11Bylaw as to such nomination. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporationcorporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 14(a)(2) of this Bylaw with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 15 of this Bylaw) shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to the date of such special meeting or or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (i) by or at the direction of the Board or any committee thereof (or stockholders if permitted pursuant to Article VII of Directors the Certificate of Incorporation and Section 2.2 of these Bylaws) or (ii) provided if the Board (or stockholders if permitted pursuant to Article VII of the Certificate of Incorporation and Section 2.2 of these Bylaws) has determined that the special meeting has been called in accordance with paragraph directors shall be elected at such meeting, (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who (1) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 these Bylaws and at the time of the special meeting, who (2) is entitled to vote at the meeting in the election of each individual so nominated and who has complied (3) complies with the notice procedures set forth in this Section 2.11these Bylaws and applicable law or (b) by a stockholder of the Corporation who is given such rights or abilities under the Stockholders’ Agreement pursuant to the terms of the Stockholders’ Agreement. In the event the Corporation calls a special meeting of stockholders is called pursuant to Article VII of the Certificate of Incorporation or Section 2.2 of these Bylaws for the purpose of electing one or more individuals directors to the Board Board, a stockholder pursuant to clause (ii)(a) of Directors, any stockholder this Section 2.8(B) may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing stockholder delivers notice with the information required by paragraphs (a)(3Section 2.8(A)(ii)(a) and Section 2.8(A)(ii)(c) (4with the updates required by Section 2.8(A)(iii)) of this these Bylaws with respect to any nomination and the completed and signed questionnaire, representations and agreements required by Section 2.11, is 2.8(A)(ii)(d) of these Bylaws. Such notice shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The public announcementIn no event shall any adjournment, if any, of a recess or postponement or adjournment the announcement thereof of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders Stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders Stockholders at which directors Directors are to be elected only pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that Directors shall be elected at such meeting, by any stockholder Stockholder of the Corporation who is a stockholder Stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.13 is delivered to the time of the special meetingSecretary, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.13. In Except as otherwise expressly provided in the Certificate of Incorporation, in the event the Corporation calls a special meeting of stockholders Stockholders for the purpose of electing one or more individuals Directors to the Board of DirectorsBoard, any stockholder such Stockholder entitled to vote in such election of Directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s 's notice of meeting, if the stockholder’s notice, containing the information such Stockholder's notice required by paragraphs paragraph (a)(3) and (4a)(ii) of this Section 2.11, is 2.13 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s Stockholder's notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election , subject to the Board provisions of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (athis Article II, Section 3(b) of these Bylaws. Subject to Article II, Section 2.3 for the purpose 3(c)(v) of electing directorsthese Bylaws, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event if the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals directors to the Board of Directors, then, subject to the provisions of this Article II, Section 2(b) of these Bylaws, any stockholder may nominate an individual or individuals (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting; provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, if representation and agreement required by Article II, Section 4 of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary. To be timely, a stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is notice shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred and twentieth (120th) day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to the date of such special meeting or or, if the first (1st) public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least ten (10) days prior to the deadline for nominations that would otherwise be applicable under this Article II, Section 3(b), a stockholder’s notice required by this Article II, Section 3(b) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) days prior to the meeting or any adjournment or postponement thereof.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors Board, or (iiiii) provided that the special meeting Board, has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and 17(b), (B) is a stockholder of record on the record date for the determination of the stockholders entitled to vote at such meeting, (C) is a stockholder of record at the time of the special such meeting, who (D) is entitled to vote at the meeting in the election of each individual so nominated such meeting, and who has complied (E) complies with the notice procedures set forth in this Section 2.1117(b) as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the proper form of stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 17(a)(2) of this Section 2.11, is these Bylaws with respect to any nomination shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) calendar day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) calendar day prior to the date of such special meeting or or, if the first public disclosure made by the Corporation of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, not later than the tenth (10th) calendar day following the day on which public announcement, if any, disclosure is first made of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the public disclosure thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.112.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.112.03 with respect to any nomination (including the completed and signed questionnaire, is representation and agreement required by Section 2.04) shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting Special Meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meetingmeeting pursuant to Section 3 of Article I of these Bylaws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting Special Meeting of stockholders at which directors Directors are to be elected only pursuant to the Corporation's notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.113 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting Nominations by stockholders of stockholders persons for the purpose of electing one or more individuals election to the Board of Directors, any stockholder Directors may nominate an individual or individuals (as the case may be) for election as be made at such a director as specified in the Corporation’s notice Special Meeting of meeting, stockholders if the stockholder’s notice, containing the information 's notice as required by paragraphs subparagraph (a)(3A) and (42) of this Section 2.11, is 3 shall be delivered to the secretary at the principal executive office Secretary of the Corporation at its principal executive offices not earlier than the 120th ninetieth day prior to such special meeting Special Meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th seventieth day prior to such special meeting Special Meeting or the tenth day following the day on which public announcement, if any, announcement is first made of the date of the special meeting Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 1.3 of these By-Laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (iA) by or at the direction of the Board of Directors or (iiB) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and such election, who has complied complies with the notice procedures set forth in this Section 2.111.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In Nominations of stockholders of persons for election to the event the Corporation calls Board of Directors may be made at such a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 1.10 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors Directors are to be elected only (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iiiii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is was a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting12(b), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1112(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals Directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position as specified in the Corporation’s 's notice of meeting, if the stockholder’s notice, 's notice containing 5 76 the information required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 12 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th 90th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th 60th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.3. Nominations At any time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a committee thereof or (ii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3Section 2.12(a)(ii) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board of individuals Directors, nominations of persons for the election to the Board of Directors to fill any vacancy or unfilled newly created directorship may be made at a special meeting of stockholders at which directors are any proposal to fill any vacancy or unfilled newly created directorship is to be elected only presented to the stockholders (i1) as provided in the Stockholders Agreement, (2) by or at the direction of the Board of Directors or any committee thereof or (ii3) provided that the special meeting Board of Directors (or any Stockholder Party that is an Affiliate of The Blackstone Group, Inc. (or the successors and permitted assigns of any such Stockholder Party) pursuant to Section B of Article VIII of the Certificate of Incorporation) has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election on such matters, who (subject to paragraph (C)(4) of each individual so nominated and who has complied this Section 2.03) complies with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.112.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing submitting a proposal to stockholders for the election of one or more individuals directors to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote on such matter may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 2.03 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such (1) No business shall be conducted at other than that stated in the Corporation’s notice of a special meeting of stockholders as shall have been brought before be transacted at such special meeting. If the meeting pursuant to business stated in the Corporation’s notice of meeting. Nominations a special meeting of individuals stockholders includes electing one or more directors to the Board of Directors, nominations of persons for election to the Board of Directors at such special meeting may be made at a special meeting of stockholders at which directors are to be elected only (i1) by or at the direction of the Board of Directors or (2) by any stockholder of the Corporation (i) who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in Paragraph (B)(2) of this Section 2.8 is delivered to the Secretary of the Corporation and on the record date for the determination of stockholders entitled to vote at the special meeting, (ii) provided who is entitled to vote at the meeting and upon such election, and (iii) who complies with the notice procedures set forth in Paragraph (B)(2) of this Section 2.8; provided, however, that a stockholder may nominate persons for election at a special meeting only to such position(s) as specified in the Corporation’s notice of the meeting. (2) If a special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders 2.2 for the purpose of electing one or more individuals directors to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) then for nominations of persons for election as to the Board of Directors to be properly brought before such special meeting by a director as specified in the Corporation’s notice stockholder pursuant to clause (b) of meeting, if the stockholder’s notice, containing the information required by paragraphs Paragraph (a)(3) and (4B)(1) of this Section 2.112.8, is delivered the stockholder (a) must have given timely notice thereof in writing and in the proper form to the secretary Secretary of the Corporation at the principal executive offices of the Corporation, and (b) must provide any updates or supplements to such notice at such times and in the forms required by this Section 2.8. To be timely, a stockholder’s notice relating to a special meeting shall be delivered to, or mailed to and received by, the Secretary at the principal executive office of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of (a) the 90th day prior to such special meeting or and (b) the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form for purposes of this Paragraph (B) of this Section 2.8, such notice shall set forth the information required by clauses (a), (b), (c), (e), and (f) of Paragraph (A)(3) of this Section 2.8.

Special Meetings of Stockholders. Only such The business to be transacted at any special meeting shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant limited to the Corporation’s purposes stated in the notice of meetingsuch meetings. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingBylaw, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11Bylaw. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is Bylaw shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of such meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice and other procedures set forth in this Section 2.111.11 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 1.11.1(b) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not (i) no earlier than the 120th one hundred twentieth (120th) day prior to such special meeting and not (ii) no later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such No business shall may be conducted transacted at a any special meeting of stockholders as shall have been brought before other than the meeting pursuant to business specified in the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board of Directors or these bylaws or (ii2) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 2.5 and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who (iii) has complied with the notice procedures set forth in this Section 2.112.5 as to such notice and nomination. The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by and meeting the requirements of paragraphs (a)(32.5(i)(b), 2.5(i)(c), 2.5(i)(d), 2.5(i)(e) and (42.5(i)(f) of this Section 2.11, is 2.5 shall be delivered to the secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board of individuals Directors, nominations of persons for the election to the Board of Directors to fill any vacancy or unfilled newly created directorship may be made at a special meeting of stockholders at which directors are any proposal to fill any vacancy or unfilled newly created directorship is to be elected only presented to the stockholders (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and on such matters, who has complied complies with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.1110 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing submitting a proposal to stockholders for the election of one or more individuals directors to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote on such matter may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 10 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 1.13 is delivered to the time Secretary of the special meetingCorporation, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.111.13. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 1.13 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred fiftieth (150th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th one hundred twentieth (120th) day prior to such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (aSection 3(a) of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meetingmeeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.1111, is delivered to the secretary Secretary at the principal executive office of the Corporation not earlier than the 120th one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th ninetieth (90th) day prior to such special meeting or and the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of said meeting. Nominations of individuals for election to the Board board of Directors directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of said meeting (i) by or at the direction of the Board board of Directors directors or (ii) provided that the such special meeting has been called in accordance with paragraph (a) Section 2.03 of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 2.12(b) and at the time of the special meeting, who ; (B) is entitled to vote at the meeting in the election of each individual so nominated nominated; and who has (C) complied with the notice procedures set forth in this Section 2.112.12(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board board of Directorsdirectors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director to such position as specified in the Corporation’s notice of meeting, if the stockholder’s notice, notice containing the information required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.112.12 with respect to any nomination (including the completed and signed questionnaire, is representation and agreement required by Section 2.13) shall be delivered to the secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not nor later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or or, if the tenth first public announcement of the date of such special meeting is made less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement, if any, announcement is first made of the date of the special meeting and of the nominees proposed by the Board board of Directors directors to be elected at such meeting. The public announcement, if any, of a In no event shall the postponement or adjournment of a special meeting shall not meeting, or the announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business Business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations meeting (or any supplement thereto); provided, however, that reference therein to the election of individuals for directors or the election to of members of the Board of Directors shall not include or be deemed to include Nominations. Nominations may be made at a special meeting of stockholders at which one or more directors are to be elected only by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude any Class/Series Directors) pursuant to the Corporation’s notice of meeting (or any supplement thereto) as aforesaid (provided that the Board of Directors has determined that directors shall be elected at such meeting) (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 1.13 is delivered to the time of the special meetingSecretary, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.111.13. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude any Class/Series Directors), any such stockholder entitled to vote in such election may nominate an individual make a Nomination or Nominations of one or more individuals (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meetingmeeting pursuant to Section 1.13(b)(iii) of these Bylaws, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 1.13(a)(ii) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, announcement is first made of the date of the such special meeting and of the nominees nominee(s) proposed by the Board of Directors to be elected at such special meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meetingmeeting pursuant to Section 3 of these By-laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation's notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.11By-law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In Nominations by stockholders of persons for election to the event the Corporation calls Board of Directors may be made at such a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information 's notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is By-law shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th ninetieth day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th seventieth day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Article I, Section 3 of these By-Laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or a committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.1112 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, 12 is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.3. Nominations At any time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a committee thereof, (ii) as provided in the Investor Rights Agreement or (iiiii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3Section 2.12(a)(ii) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) Section 3 of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11, at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting and at the time of the special meetingmeeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4a)(4) of this Section 2.11, 11 is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. (i) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders called by the Board at which directors are to be elected only pursuant to the Corporation’s notice of meeting: (i) as provided in the Nomination Agreement, (ii) by or at the direction of the Board of Directors or any committee thereof, or (iiiii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.7(d) is delivered to the time of the special meetingSecretary, who is entitled to vote at the meeting in the meeting, and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11. 2.7. (ii) In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the such stockholder delivers a stockholder’s notice, containing notice that complies with the information required by paragraphs (a)(3requirements of Section 2.7(b) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of of: (x) the 90th day prior to such special meeting meeting; or (y) the tenth 10th day following the day on which public announcement, if any, is date of the first made Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement, if any, In no event shall the Public Disclosure of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s (or extend any notice as described abovetime period).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.3. Nominations At any time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a committee thereof, or (ii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3Section 2.12(a)(ii) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board of Directors or make a proposal of other business to be considered at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i1) by or at the direction of the Board of Directors or (ii2) provided that the special meeting has been called in accordance with paragraph (aSection 3(a) of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meetingmeeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and certifications required by paragraphs (a)(3) and (4) of this Section 2.1111, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall Nominations of persons for election to the Board of Directors to be conducted considered by the stockholders at a special meeting of stockholders as shall have been brought before of the meeting Corporation at which one or more directors are to be elected pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors such special meeting (or any supplement thereto) may be made at a brought before such special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is was a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingBylaw, who is entitled to vote at the special meeting, who is present (in person or by proxy) at the special meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11Bylaw as to such nomination. In the event the Corporation Board of Directors calls a special meeting of the stockholders for the purpose of electing one or more individuals persons to the Board of Directors, any such stockholder entitled to vote in such election may nominate an individual make nominations of one or individuals more persons (as the case may beapplicable) for election as a director to such directorships as specified in the Corporation’s notice of such special meeting, if the stockholder’s notice, containing the information written notice required by paragraphs (a)(3) and (4Article I, Section 2(a)(2) of this Section 2.11, Bylaw is delivered to received by the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, announcement is first made of the date of the such special meeting and of the nominees proposed person(s) nominated for election by the Board of Directors to be elected at such special meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporationcorporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 1.13 is delivered to the time Secretary of the special meetingcorporation, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.111.13. In the event the Corporation corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporationcorporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 1.13 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporationcorporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or any committee thereof or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) determined, or a stockholder or stockholders have requested pursuant and subject to Section 2.2 of Section 2.3 for the purpose of electing directorsthis Article II, that directors shall be elected at such meeting, by any stockholder of the Corporation corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.16 is delivered to the time secretary of the special meetingcorporation, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.16. In the event the Corporation corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporationcorporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 2.16 shall be delivered to the secretary at the principal executive office offices of the Corporation corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iiiii) provided that the Board of Directors has determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.11(b), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.112.11(b). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position as specified in the Corporation’s 's notice of meeting, if the stockholder’s notice, 's notice containing the information required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 2.11 shall be delivered to the secretary at the principal executive office offices of the Corporation not earlier than the 120th ninetieth (90th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th sixtieth (60th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, pubic 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board of individuals Directors, nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting only: (i1) by or at the direction of the Board or any duly authorized committee of Directors the Board or (ii2) provided that the Board has determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who (a) is entitled to vote at the meeting in the election of each individual so nominated and who has complied meeting, (b) complies with the notice procedures set forth in this Section 2.112.03 and (c) is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation, at the time of the record date of the special meeting of stockholders and at the time of the special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals directors to the Board of DirectorsBoard, any stockholder Noticing Stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholderNoticing Stockholder’s notice, containing the information notice as required by paragraphs (a)(3A)(2) and (4A)(3) of this Section 2.11, is 2.03 shall be delivered to the secretary at the principal executive office Secretary of the Corporation in proper written form not earlier than the 120th one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, announcement is first made by the Corporation of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcementIn no event shall the adjournment, if anyrecess, of a rescheduling or postponement or adjournment of a special meeting shall not (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholderNoticing Stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting procedures provided for in Section 2.5. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.5, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.11(a)(ii). In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3Section 2.11(a)(ii) and (4) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the 90th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th 70th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have has properly been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ix) by or at the direction of the Board of Directors or any authorized committee thereof (iior stockholders pursuant to Section 2.04 hereof) or (y) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.03 is delivered to the time secretary of the special meetingCorporation, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied with the delivers notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office offices of the Corporation not earlier than the 120th day one hundred twenty (120) days prior to such the special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such the date of the special meeting or and the tenth (10th) day following the day on which public announcement, if any, is first made date of Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement, if any, Such notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to Section 2.03(c) and such stockholder shall be obligated to provide the same supplemental or additional information in connection with a special meeting of stockholders as required pursuant to Section 2.03(c) in connection with an annual meeting of stockholders. In no event shall the Public Disclosure of an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s (or extend any notice as described abovetime period).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of such meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice and other procedures set forth in this Section 2.111.12 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 1.12.1(b) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not (i) no earlier than the 120th one hundred and fifth (105th) day prior to such special meeting and not (ii) no later than 5:00 p.m., p.m. Eastern Time, Time on the later of the 90th seventy-fifth (75th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described aboveproviding such notice.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingBylaw, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11Bylaw. In the event that the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is Bylaw shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. meeting pursuant to Section 3 of this Article I. Nominations of individuals persons for election to the Board (other than nominations of Directors persons for election as Preferred Directors, if any) may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or any authorized committee thereof, or (ii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in Section 12(a)(ii) and Section 12(a)(iii) of this Article I and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation in accordance with Section 2.11. 12(a)(ii) of this Article I. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of (other than Preferred Directors, if any), any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting pursuant to the foregoing provisions of this Section 12(b) if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3) and (4Section 12(a)(ii) of this Section 2.11, is Article I shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors Board, or (iiiii) provided that the special meeting Board, has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and 17(b), (B) is a stockholder of record on the record date for the determination of the stockholders entitled to vote at such meeting, (C) is a stockholder of record at the time of the special such meeting, who (D) is entitled to vote at the meeting in the election of each individual so nominated such meeting, and who has complied (E) complies with the notice procedures set forth in this Section 2.1117(b) as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the proper form of stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 17(a)(2) of this Section 2.11, is these Bylaws with respect to any nomination shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) calendar day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) calendar day prior to the date of such special meeting or or, if the first public disclosure made by the Corporation of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, not later than the tenth (10th) calendar day following the day on which public announcement, if any, disclosure is first made of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the public disclosure thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s corporation's notice of meetingmeeting pursuant to Article I, Section 2 of these By-Laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the corporation's notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, corporation who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.11By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. In Nominations by stockholders of persons for election to the event the Corporation calls Board of Directors may be made at such a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information 's notice as required by paragraphs paragraph (a)(3A) and (42) of this Section 2.11, is By-Law shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation corporation not earlier than the 120th ninetieth day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th seventieth day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 these Bylaws and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated meeting, and who has complied (iii) complies with the notice procedures set forth in this Section 2.11these Bylaws. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 2.9(A)(2) of this these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 2.9(A)(2) of these Bylaws) shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or or, if the tenth first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 11(c) of ARTICLE II shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of the Board of Directors Directors, any duly authorized committee thereof, or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of Article EIGHT of the Certificate of Incorporation) or (ii) provided that the Board of Directors or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2 of Article Eight of the Certificate of Incorporation) has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors are to be elected at such special meeting, by any stockholder of the Corporation who is (A) was a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11(c) of ARTICLE II and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated and who has complied (C) complies with the notice procedures set forth provided for in this Section 2.1111(c) of ARTICLE II. In For the event avoidance of doubt, the Corporation calls foregoing clause (ii) of this Section 11(c) of ARTICLE II shall be the exclusive means for a stockholder to propose nominations of persons Table of Contents for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 11(c) of ARTICLE II to the Secretary. To be timely, a stockholder’s notice for the purpose nomination of electing one or more individuals persons for election to the Board of DirectorsDirectors (other than such a notice by CORE prior to the Advance Notice Trigger Date, which may be delivered at any stockholder may nominate an individual or individuals time up to the later of (as i) thirty-five (35) days prior to the case may be) for election as a director as specified in the Corporation’s notice special meeting of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) stockholders and (4ii) the tenth day following the day on which a Public Announcement is first made of this Section 2.11, is delivered the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting) must be received by the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the Close of Business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, a 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to this Section 11(c) of ARTICLE II will be deemed received on any given day if received prior to the Close of Business on such day (and otherwise on the next succeeding day). To be in proper written form, such stockholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of this ARTICLE II. In addition, any stockholder who submits a notice pursuant to this Section 11(c) of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of this ARTICLE II and shall comply with Section 11(f) of this ARTICLE II.

Special Meetings of Stockholders. Only such No business shall may be conducted transacted at a any special meeting of stockholders as shall have been brought before other than the meeting pursuant to business specified in the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board of Directors or these Bylaws or (ii2) provided that the Board (or a stockholder exercising its right to call a special meeting pursuant to the Certificate of Incorporation) has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 2.5 and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who (iii) has complied with the notice procedures set forth in this Section 2.112.5 as to such notice and nomination. The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by and meeting the requirements of paragraphs (a)(3i)(b), (i)(c), (i)(d), (i)(e) and (4i)(f) of this Section 2.11, is 2.05 shall be delivered to the secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (i) by or at the direction of the Board Board, any committee thereof, or stockholders (if stockholders are permitted to call a special meeting of Directors stockholders pursuant to Section 2.2 of these Bylaws) or (ii) provided provided, that the Board or stockholders (if stockholders are permitted to call a special meeting of stockholders pursuant to Section 2.2 of these Bylaws) has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 these Bylaws and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated meeting, and who has complied (C) subject to Section 2.9(c)(v) complies with the notice procedures set forth in this Section 2.11these Bylaws. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 2.9(a)(ii) of this these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 2.9(a)(v) of these Bylaws) shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or and the tenth 10th day following the day on which public announcement, if any, announcement is first made by the Corporation of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.04. Nominations of individuals persons for election to the Board board of Directors may be made directors of the Corporation at a special meeting of stockholders at which may be made by stockholders only if the election of directors are is included as business to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the brought before a special meeting has been called in accordance with paragraph (a) the Corporation’s notice of Section 2.3 for the purpose of electing directors, meeting and then only by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.05(b), who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.05(b). In the event the Corporation calls For nominations to be properly brought before a special meeting of stockholders for the purpose of electing one or more individuals by a stockholder pursuant to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.112.05(b), is delivered the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received by the secretary of the Corporation at the principal executive office offices of the Corporation (A) not earlier than the 120th day 120 days prior to such the date of the special meeting and not nor (B) later than 5:00 p.m., Eastern Time, on the later of the 90th day 90 days prior to such the date of the special meeting or the tenth 10th day following the day on which public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingwas first made. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a A stockholder’s notice as described aboveto the secretary shall comply with the notice requirements of Section 2.05(a)(iii).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the CorporationCompany’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Company’s notice of meeting (i1) subject to the Stockholders Agreement (for so long as the Stockholders Agreement remains in effect), by or at the direction of the Board of Directors or any committee thereof, or (ii2) provided that the special Board of Directors has determined that directors shall be elected at such meeting has been called and subject to the Stockholders Agreement (for so long as the Stockholders Agreement remains in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorseffect), by any stockholder of the Corporation Company who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.12 is delivered to the time Secretary of the special meetingCompany, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.12. In the event the Corporation Company calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the CorporationCompany’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 2.12 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation Company not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, announcement is first made by the Company of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of such meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both Record Stockholder at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice and other procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any stockholder such Record Stockholder entitled to vote in the election of such directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholderRecord Stockholder’s notice, containing the information notice required by paragraphs (a)(3Section 2.11.1(b) and (4) of this Section 2.11, is delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not (i) no earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not (ii) no later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall the adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholderRecord Stockholder’s notice as described above.

Special Meetings of Stockholders. (1) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meeting. . (2) Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors Directors, or (iiiii) provided that the Board of Directors has determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who (a) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and 6(l) of these By-laws, (b) is a stockholder of record on the record date for the determination of the stockholders entitled to vote at such special meeting, (c) is a stockholder of record at the time of the such special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied (d) complies with the notice procedures set forth in this Section 2.11. 6(m). (3) In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any a stockholder who complies with Section 6(m)(2) of these By-laws may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position as specified in the Corporation's notice of meeting if they give timely notice thereof in proper written form to the Secretary of the Corporation as provided hereinafter. (4) To be timely and in proper form, the stockholder’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4nomination with respect to a special meeting must comply with Section 6(l)(3) of this Section 2.11, is these By-laws and must be delivered to the secretary Secretary of the Corporation at the principal executive office of the Corporation not earlier later than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, close of business on the later of the 90th day prior to such special meeting or the tenth (10th) calendar day following the earlier of the day on which public announcement, if any, is that the stockholder first made received actual notice of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingmeeting and the day on which such public disclosure is first made by the Corporation. The In no event shall the public announcement, if any, announcement of a postponement or adjournment of a the mailing of the notice for such special meeting shall not or of an adjournment or postponement of the special meeting to a later date or time commence a new time period for the giving of a stockholder’s notice as described above. (5) If the information submitted pursuant to this Section 6(m) by any stockholder proposing a nominee for election as a director at a special meeting shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 6(m). Upon written request by the Secretary, the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a director at a special meeting shall provide, within seven business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory in the discretion of the Board of Directors, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 6(m). If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 6(m). (6) Notwithstanding anything in these By-laws to the contrary, no person shall be eligible for election at a special meeting as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6(m). The Chairman of the Board or other person presiding at a special meeting shall have the power and duty to determine whether any nomination proposed to be brought before a special meeting was properly made in accordance with the procedures set forth in this Section 6(m) and, if any proposed nomination was not made in compliance with this Section 6(m), or if the stockholder solicits proxies in support of such proposed nomination without having made the representation required by this Section 6(m), to declare that such defective nomination is null and void and shall be disregarded. (7) In addition to the provisions of this Section 6(m), a stockholder shall also comply with all applicable requirements of state law and all applicable requirements of the Exchange Act, and the rules and regulations thereunder, with respect to the matters set forth herein.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.4 of these Bylaws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.112.7 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election to such position(s) as a director as are specified in the Corporation’s notice Notice of meetingMeeting, if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3) and (4Section 2.7(A)(2) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th ninetieth day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th sixtieth day prior to such special meeting or the tenth day following the day such notice of the meeting was mailed or on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s stockholders notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders Stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.04 of these By-laws. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders Stockholders at which directors Directors are to be elected only pursuant to the Corporation’s notice of meeting (iA) by or at the direction of the Board of Directors or (iiB) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder Stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and meeting, who has complied complies with the notice procedures set forth in this Section 2.112.07(b) and who is a Stockholder of record at the time such notice is delivered to the Secretary. In the event the Corporation calls a special meeting of stockholders Stockholders for the purpose of electing one or more individuals Directors to the Board of DirectorsBoard, any stockholder such Stockholder may nominate an individual or individuals (as the case may be) such number of persons for election to such position(s) as a director as are specified in the Corporation’s notice of meeting, if the stockholderStockholder’s notice, containing the information notice as required by paragraphs (a)(3Section 2.07(a)(ii) and (4) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, is first made Public Announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingmeeting is first made by the Corporation. The public announcement, if any, In no event shall the Public Announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholderStockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors (or a stockholder in accordance with Section 2.3) or (iib) provided that the special meeting has been called Board (or a stockholder in accordance with paragraph (aSection 2.3) of Section 2.3 for the purpose of electing directorshas determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.10 is delivered to the time Secretary of the special meetingCorporation, who is entitled to vote at the meeting in the election of each individual so nominated and upon such election, and who has complied complies with the notice procedures set forth in this Section 2.112.10. The proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made only in accordance with Section 2.3. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing notice in the information same form as required by paragraphs Section 2.10.1(b) with respect to any nomination (a)(3including the completed and signed questionnaire, representation and agreement required by Section 2.10.4) and (4) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office of the Corporation Corporation’s corporate headquarters not earlier than the 120th day 120 days prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day 90 days prior to such special meeting or or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the close of business on the tenth day following the day on which the Corporation makes a public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. For avoidance of doubt, in the event any special meeting of stockholders is validly called pursuant to Section 2.3.1(b) for the purpose of electing one or more directors to the Board or conducting any other business, any person nominating a person for election to the Board or proposing any other business to be brought before such special meeting of stockholders must comply with the requirements of clauses (i)-(iii) of Section 2.10.1(b) with respect to any such nomination or other business within the time periods described in this Section 2.10.2.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (aSection 3(a) of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meetingmeeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of Table of Contents this Section 2.1111, is delivered to the secretary Secretary at the principal executive office of the Corporation not earlier than the 120th one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th ninetieth (90th) day prior to such special meeting or and the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Only persons who are nominated in accordance and compliance with the procedures set forth in this Section 11(c) of ARTICLE II shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors are to be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is (A) was a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11(c) of ARTICLE II and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated and who has complied (C) complies with the notice procedures set forth provided for in this Section 2.1111(c) of ARTICLE II. In For the event avoidance of doubt, the Corporation calls foregoing clause (ii) of this Section 11(c) of ARTICLE II shall be the exclusive means for a stockholder to propose nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 11(c) of ARTICLE II to the Secretary. To be timely, a stockholder’s notice for the purpose nomination of electing one or more individuals persons for election to the Board of Directors, any stockholder may nominate an individual or individuals (as Directors must be received by the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, a 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 meeting. The public announcementIn no event shall any adjournment, if any, of a deferral or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. Notices delivered pursuant to Section 11(c) of ARTICLE II will be deemed received on any given day if received prior to the close of business on such day. To be in proper written form, such stockholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of ARTICLE II. In addition, any stockholder who submits a notice pursuant to this Section 11(c) of ARTICLE II is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of ARTICLE II and shall comply with Section 11(f) of ARTICLE II.

Special Meetings of Stockholders. Except to the extent required by the DGCL, and subject to Section 2.3(a), special meetings of stockholders may be called only in accordance with the Company’s certificate of incorporation and these bylaws. Only such business shall will be conducted at a special meeting of stockholders as shall have has been brought before the special meeting pursuant to the CorporationCompany’s notice of meeting. Nominations If the election of individuals directors is included as business to be brought before a special meeting in the Company’s notice of meeting, then nominations of persons for election to the Board of Directors at such special meeting may be made at a special meeting of stockholders at which directors are to be elected only by any stockholder who (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in contemplated by this Section 2.11 and 2.4(b); (ii) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the special meeting; (iii) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the special meeting; (iv) is a stockholder of record at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated ; and who has complied (v) complies with the notice procedures set forth in this Section 2.112.4(b). In the event the Corporation calls For nominations to be properly brought by a stockholder before a special meeting of stockholders for the purpose of electing one or more individuals pursuant to the Board of Directorsthis Section 2.4(b), any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required notice must be received by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office offices of the Corporation not Company no earlier than 8:00 a.m., local time, on the 120th day prior to such the day of the special meeting and not no later than the later of (x) 5:00 p.m., Eastern Timelocal time, on the later of the 90th day prior to such special before the meeting or (y) 5:00 p.m., local time, on the tenth 10th day following the day on which public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingwas first made. The public announcementIn no event will any adjournment, if any, of a rescheduling or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice. A stockholder’s notice as described aboveto the Secretary must comply with the applicable notice requirements of Section 2.4(a)(iii).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting or otherwise by or at the direction of the Board of Directors. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 Bylaw and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated meeting, and who has complied (iii) complies with the notice procedures set forth in this Section 2.11Bylaw as to such nomination. The immediately preceding sentence shall be the exclusive means for a stockholder to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before a special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Bylaw with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 2.8 of this Bylaw) shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to the date of such special meeting or or, if the tenth first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting under Section 2.04. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors Directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors Directors, or (ii) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time he or she gave notice as provided in paragraph (a)(ii) of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.07, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this paragraph (b) of Section 2.112.07. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals Directors to the Board of Directors, any stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meetingmeeting pursuant to such clause (ii), if a notice by such stockholder meeting the stockholder’s notice, containing the information required by paragraphs requirements of paragraph (a)(3) and (4a)(ii) of this Section 2.11, is 2.07 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th calendar day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th calendar day prior to such special meeting; provided, however, that in the event that less than 100 calendar days’ notice or prior public disclosure by the corporation of the date of the meeting is given or made to stockholders, notice by the tenth stockholder to be timely must be so received not later than the close of business on the 10th calendar day following the calendar day on which public announcement, if any, is first made notice of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingmeeting was mailed or such public announcement was made, whichever first occurs. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meetingmeeting pursuant to Section 2.3. Nominations At any time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation's notice of meeting (ia) by or at the direction of the Board of Directors or a committee thereof, (b) as provided in the Investor Rights Agreement or (iic) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s 's notice of meeting, meeting if the stockholder’s notice, containing the information 's notice as required by paragraphs (a)(3Section 2.12(a)(ii) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingBylaw, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11Bylaw. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is Bylaw shall be delivered to the secretary Corporate Secretary at the principal executive office offices of the Corporation not earlier later than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such No business shall may be conducted transacted at a any special meeting of stockholders as shall have been brought before other than the meeting pursuant to business specified in the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board of Directors or these bylaws or (ii2) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 2.5, as of the record date for the meeting and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who (iii) has complied with the notice procedures set forth in this Section 2.112.5 as to such notice and nomination. The foregoing clause (3) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by and meeting the requirements of paragraphs (a)(3i)(b), (i)(c), (i)(d), (i)(e) and (4i)(f) of this Section 2.11, is 2.05 shall be delivered to the secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s 's notice of meetingmeeting under Section 2.04. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors Directors are to be elected only pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors Directors, or (ii) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that Directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time he or she gave notice as provided in paragraph (a)(ii) of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.07, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this paragraph (b) of Section 2.112.07. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals Directors to the Board of Directors, any stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s 's notice of meetingmeeting pursuant to such clause (ii), if a notice by such stockholder meeting the stockholder’s notice, containing the information required by paragraphs requirements of paragraph (a)(3) and (4a)(ii) of this Section 2.11, is 2.07 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th calendar day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th calendar day prior to such special meeting; provided, however, that in the event that less than 100 calendar days’ notice or prior public disclosure by the corporation of the date of the meeting is given or made to stockholders, notice by the tenth stockholder to be timely must be so received not later than the close of business on the 10th calendar day following the calendar day on which public announcement, if any, is first made notice of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingmeeting was mailed or such public announcement was made, whichever first occurs. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s 's notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or any committee thereof or (ii) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a beneficial owner or stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 2.12 is delivered to the time Secretary of the special meetingCorporation, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.112.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4) of this Section 2.11, is 2.12 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th close of business on the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, is first made date of Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting and not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting. The public announcement, if any, In no event shall the Public Disclosure of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s (or extend any notice as described abovetime period).

Special Meetings of Stockholders. Only such business Business shall be conducted at a special meeting of stockholders of the Corporation as shall have been brought before the such meeting pursuant to the Corporation’s notice of meetingmeeting (or any supplement thereto). Nominations of individuals for election to Provided that the Board of Directors has determined that directors shall be elected at a special meeting of stockholders of the Corporation, a Nomination or Nominations may be made at a special meeting of stockholders of the Corporation at which one or more directors are to be elected only by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude the Class Directors and/or the Preferred Directors) pursuant to the Corporation’s notice of meeting (or any supplement thereto) (provided, however, that reference in the Corporation’s notice of meeting to the election of directors or the election of members of the Board of Directors shall not include or be deemed to include a Nomination or Nominations) (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 and at 1.13 is delivered to the time of the special meetingSecretary, who is entitled to vote at the meeting in the and upon such election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.111.13. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors by the stockholders generally entitled to vote (which, for the avoidance of doubt, shall exclude the Class Directors and/or the Preferred Directors), any such stockholder entitled to vote in such election may nominate an individual make Nominations of one or more individuals (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meetingmeeting pursuant to Section 1.13(b)(iii), if the stockholder’s notice, containing the information notice required by paragraphs (a)(3Section 1.13(a)(ii) and (4) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, announcement is first made of the date of the such special meeting and of the nominees nominee(s) proposed by the Board of Directors to be elected at such special meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not of stockholders of the Corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board of individuals Directors, nominations of persons for the election to the Board of Directors to fill any vacancy or unfilled newly created directorship may be made at a special meeting of stockholders at which directors are any proposal to fill any vacancy or unfilled newly created directorship is to be elected only presented to the stockholders (i1) as provided in the Stockholders Agreement, (2) by or at the direction of the Board of Directors or any committee thereof or (ii3) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election on such matters, who (subject to paragraph (C)(4) of each individual so nominated and who has complied this Section 2.03) complies with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.112.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing submitting a proposal to stockholders for the election of one or more individuals directors to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote on such matter may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 2.03 shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Except to the extent required by the DGCL, and subject to Section 2.3(a), special meetings of stockholders may be called only in accordance with the Company’s certificate of incorporation and these bylaws. Only such business shall will be conducted at a special meeting of stockholders as shall have has been brought before the special meeting pursuant to the CorporationCompany’s notice of meeting. Nominations If the election of individuals directors is included as business to be brought before a special meeting in the Company’s notice of meeting, then nominations of persons for election to the Board of Directors at such special meeting may be made at a special meeting of stockholders at which directors are to be elected only by any stockholder who (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in contemplated by this Section 2.11 and 2.4(b); (ii) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the special meeting; (iii) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the special meeting; (iv) is a stockholder of record at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated ; and who has complied (v) complies with the notice procedures set forth in this Section 2.112.4(b) (with such procedures that the Company deems to be applicable to such special meeting). In the event the Corporation calls For nominations to be properly brought by a stockholder before a special meeting of stockholders for the purpose of electing one or more individuals pursuant to the Board of Directorsthis Section 2.4(b), any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing notice must be received by the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not Company no earlier than 8:00 a.m., Eastern time, on the 120th day prior to such the day of the special meeting and not no later than 5:00 p.m., Eastern Timetime, on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, is first made announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meetingwas first made. The public announcementIn no event will any adjournment, if anyrescheduling, of a postponement or adjournment other delay of a special meeting shall not or any announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary must comply with the applicable notice requirements of Section 2.4(a)(iii), with references therein to “annual meeting” deemed to mean “special meeting” for the purposes of this final sentence of this Section 2.4(b).

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting as provided for in Section 2.04 hereof. Nominations The nomination of individuals any person for election to or reelection as a director of the Board of Directors Corporation may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or (ii2) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting2.13(b), who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures provisions set forth in this Section 2.112.13(b), including the provisions as to timing of the delivery of the notice of any nomination of a director for election or reelection and required information. In the event the Corporation calls a special meeting of stockholders for the purpose of electing or reelecting one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing stockholder delivers the information notice required by paragraphs (a)(3) and (4Section 2.13(a)(2) of this these By-Laws along with and at the same time as the questionnaire, representation and agreement required by Section 2.11, is delivered 2.13(d) of these By-Laws to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not or of a new record date for a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.3. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only (ia) by or at the direction of the Board of Directors or a committee thereof, (b) as provided in the Stockholders Agreement, or (iic) provided that the special Board has determined that directors shall be elected at such meeting has been called in accordance with paragraph (a) of Section 2.3 and the Corporation’s notice for the such meeting states that a purpose of electing directorssuch meeting is the election of one or more directors to the Board, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and meeting, who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation, provided, however, that a stockholder may nominate persons for election at a special meeting only to such position(s) as specified in the Corporation’s notice of meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3Section 2.12(a)(iii) and (4) of this Section 2.11, is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) Section 3 of Section 2.3 this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, notice containing the information required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is 11 shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting (a) Special meetings of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made called at a special meeting of stockholders at which directors are to be elected any time by, and only by, (i) by or at the direction of the Board of Directors or (ii) provided that solely to the extent required by Article II, Section 3(b), the Secretary of the Corporation. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. (b) A special meeting of the stockholders shall be called by the Secretary upon the written request of the holders of record of at least 25% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote on the action proposed to be taken (the “Requisite Percent”), subject to the following: (1) In order for a special meeting upon stockholder request (a “Stockholder Requested Special Meeting”) to be called by the Secretary, one or more written requests for a special meeting (each, a “Special Meeting Request,” and collectively, the “Special Meeting Requests”) stating the purpose of the special meeting has been called in accordance with paragraph (a) and the matters proposed to be acted upon thereat must be signed and dated by the Requisite Percent of Section 2.3 for the purpose of electing directors, by any stockholder capital stock of the Corporation who is (or their duly authorized agents), must be delivered to the Secretary at the principal executive offices of the Corporation and must set forth: (i) in the case of any director nominations proposed to be presented at such Stockholder Requested Special Meeting, the information required by the third paragraph of Article II, Section 12(b); (ii) in the case of any matter (other than a stockholder director nomination) proposed to be conducted at such Stockholder Requested Special Meeting, the information required by the fourth paragraph of Article II, Section 12(b); and (iii) an agreement by the requesting stockholder(s) to notify the Corporation immediately in the case of any disposition prior to the record date for the Stockholder Requested Special Meeting of shares of voting stock of the Corporation owned of record both at and an acknowledgement that any such disposition shall be deemed a revocation of such Special Meeting Request to the time extent of giving such disposition, such that the number of shares disposed of shall not be included in determining whether the Requisite Percent has been reached. The Corporation will provide the requesting stockholder(s) with notice provided for in this Section 2.11 and at the time of the special meeting, who is record date for the determination of stockholders entitled to vote at the meeting Stockholder Requested Special Meeting. Each requesting stockholder is required to update the notice delivered pursuant to this Article II, Section 3 not later than ten (10) business days after such record date to provide any material changes in the election foregoing information as of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11such record date. In the event the Corporation calls determining whether a special meeting of stockholders has been requested by the record holders of shares representing in the aggregate at least the Requisite Percent, multiple Special Meeting Requests delivered to the Secretary will be considered together only if each such Special Meeting Request (x) identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board of Directors), and (y) has been dated and delivered to the Secretary within sixty (60) days of the earliest date of such Special Meeting Requests. If the record holder is not the signatory to the Special Meeting Request, such Special Meeting Request will not be valid unless documentary evidence is supplied to the Secretary at the time of delivery of such Special Meeting Request (or within ten (10) business days thereafter) of such signatory’s authority to execute the Special Meeting Request on behalf of the record holder. Any requesting stockholder may revoke his, her or its Special Meeting Request at any time by written revocation delivered to the Secretary at the principal executive offices of the Corporation; provided, however, that if following such revocation (or any deemed revocation pursuant to clause (iii) above), the unrevoked valid Special Meeting Requests represent in the aggregate less than the Requisite Percent, there shall be no requirement to hold a special meeting. The first date on which unrevoked valid Special Meeting Requests constituting not less than the Requisite Percent shall have been delivered to the Corporation is referred to herein as the “Request Receipt Date.” (2) A Special Meeting Request shall not be valid if: (i) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law; (ii) the Request Receipt Date is during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; (iii) the purpose specified in the Special Meeting Request is not the election of electing one directors and an identical or more individuals to substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item”) was presented at any meeting of stockholders held within the twelve months prior to the Request Receipt Date; or (iv) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholder meeting that has been called but not yet held or that is called for a date within ninety (90) days of the Request Receipt Date. (3) A Stockholder Requested Special Meeting shall be held at such date and time as may nominate an individual or individuals be fixed by the Board of Directors; provided, however, that the Stockholder Requested Special Meeting shall be called for a date not more than ninety (as 90) days after the case may beRequest Receipt Date. (4) for election as a director as specified Business transacted at any Stockholder Requested Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request(s) received from the Requisite Percent of record holders and (ii) any additional matters that the Board of Directors determines to include in the Corporation’s notice of the meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office . If none of the Corporation not earlier than stockholders who submitted the 120th day prior Special Meeting Request appears or sends a qualified representative to such special meeting and not later than 5:00 p.m., Eastern Time, on present the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, is first made of the date of the special meeting and of the nominees proposed by the Board of Directors matters to be elected presented for consideration that were specified in the Stockholder Meeting Request, the Corporation need not present such matters for a vote at such meeting. The public announcement, if any, notwithstanding that proxies in respect of a postponement or adjournment of a special meeting shall not commence a new time period for such matter may have been received by the giving of a stockholder’s notice as described aboveCorporation.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meetingmeeting pursuant to Section 2.3. Nominations At any time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board, nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a committee thereof, (ii) as provided in the Investor Rights Agreement or (iii) if the Board has determined that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdirectors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote on such election at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.112.12 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by paragraphs (a)(3) and (4) of this Section 2.11, 2.12 is delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (i) by or at the direction of the Board or any committee thereof, subject to the obligations of Directors the Corporation set forth in the Nomination Agreements or (ii) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 these Bylaws and at the time of the special meeting, who (B) is entitled to vote at the meeting in the election of each individual so nominated meeting, and who has complied (C) complies with the notice procedures and other requirements set forth in this Section 2.11these Bylaws. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 2.9(a)(ii) of this these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 2.9(a)(iv) of these Bylaws) shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or or, if the tenth first public announcement of the date of such special meeting is fewer than 100 days prior to the date of such special meeting, the 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcementannouncement of an adjournment, if any, of a postponement or adjournment recess of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors Directors, or (iiiii) provided that the Board of Directors or the stockholders pursuant to Section 2.2 of these Bylaws have determined that directors shall be elected at such special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsmeeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 2.7 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.112.7. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs subsection (a)(3) and (4ii) of this Section 2.11, is 2.7(a) shall be delivered to the secretary Secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors at which directors are to be elected at such meetingelected. The In no event shall the public announcement, if any, announcement of a postponement or adjournment of a special meeting shall not commence a new time period (or extent any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or (ii2) provided that the special meeting Board of Directors has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time of giving of the notice provided for in paragraph (B) of this Section 2.11 11 is delivered to the Corporation’s secretary and on the record date for the determination of stockholders entitled to vote at the time of the special meeting, who (b) is entitled to vote at the meeting in the election of each individual so nominated and who has complied upon such election, and (c) complies with the notice procedures set forth in the third sentence of paragraph (B) of this Section 2.1111. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4A)(2) of this Section 2.11, is 11 shall be delivered to the Corporation’s secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to a notice of meeting (i1) by or at the direction of the Board or any committee thereof (or stockholders if permitted pursuant to the Certificate of Directors Incorporation and these Bylaws prior to the Trigger Date) or (ii2) provided if the Board (or stockholders if permitted pursuant to the Certificate of Incorporation and these Bylaws prior to the Trigger Date) has determined that directors shall be elected at such meeting, and subject to the special meeting has been called in accordance with paragraph (a) then-applicable terms of Section 2.3 for the purpose of electing directorsStockholders’ Agreement, by any stockholder of the Corporation who (a) is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 these Bylaws and at the time of the special meeting, who (b) is entitled to vote at the meeting in the election of each individual so nominated meeting, and who has complied (c) complies with the notice procedures set forth in this Section 2.11these Bylaws and applicable law. In the event the Corporation calls a special meeting of stockholders is called for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing stockholder delivers notice with the information required by paragraphs Section 2.9(A)(2) (a)(3) and (4with the updates required by Section 2.9(A)(3)) of this these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.11, is 2.9(A)(2)(d) of these Bylaws). Such notice shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment the announcement thereof of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of such meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice and other procedures set forth in this Section 2.111.11 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one (1) or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 1.11.1(b) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not (i) no earlier than the 120th one hundred twentieth (120th) day prior to such special meeting and not (ii) no later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board of Directors or a committee thereof, or (ii2) provided provided, that the special meeting has been called in accordance with paragraph (aBoard of Directors, such committee or stockholder(s) of pursuant to Section 2.3 for the 1(b) hereof have determined that a purpose of electing the meeting is to elect directors, by any stockholder of the Corporation who (i) is a stockholder of record both of the Corporation at the time of giving of the notice provided for in this Section 2.11 7 is delivered to the Secretary of the Corporation and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who has complied upon such election, and (iii) complies with the notice procedures set forth in this Section 2.117 as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) hereof with respect to any nomination (including the completed and (4signed questionnaire, representation and agreement required by these Bylaws) of this Section 2.11, is shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such No business shall may be conducted transacted at a any special meeting of stockholders as shall have been brought before other than the meeting pursuant to business specified in the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (i1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board of Directors or these bylaws or (ii2) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation who is a stockholder of record both at the time of giving of the notice provided for in this Section 2.11 2.5 and at the time of the special meeting, who (ii) is entitled to vote at the meeting in the election of each individual so nominated and who (iii) has complied with the notice procedures set forth in this Section 2.112.5 as to such notice and nomination. The foregoing clause (3) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any special meeting of stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder entitled to vote in such election of directors may nominate an individual a person or individuals persons (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, meeting if the stockholder’s notice, containing the information notice as required by and meeting the requirements of paragraphs (a)(3i)(b), (i)(c), (i)(d), (i)(e) and (4i)(f) of this Section 2.11, is 2.05 shall be delivered to the secretary of the Corporation at the principal executive office offices of the Corporation not earlier than the 120th close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election , subject to the Board provisions of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (aSection 2.8(B) of these Bylaws. Subject to Section 2.3 for the purpose 2.9(C)(4) of electing directorsthese Bylaws, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if provided that the stockholder gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Section 2.10 of these Bylaws), and timely updates and supplements thereof in each case in proper form, in writing, to the Secretary. To be timely, a stockholder’s notice, containing notice pursuant to the information required by paragraphs (a)(3) and (4) of this Section 2.11, is preceding sentence shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to the date of such special meeting or or, if the tenth first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the 10th day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall any adjournment or postponement or adjournment of a special meeting shall not of stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. In addition, to be considered timely, a stockholder’s notice pursuant to the first sentence of this paragraph shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meetingBy-law, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice procedures set forth in this Section 2.11By-law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of Directors, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs paragraph (a)(3) and (4a)(2) of this Section 2.11, is By-law shall be delivered to the secretary Secretary at the principal executive office offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, the close of business on the later of the 90th day prior to such special meeting or the tenth 10th day following the day on which public announcement, if any, 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 meeting. The In no event shall the public announcement, if any, announcement of a postponement or an adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only pursuant to the Corporation’s notice of such meeting (ia) by or at the direction of the Board of Directors or any committee thereof or (iib) provided that the special meeting Board has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directorsdetermined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is shall be entitled to vote at the meeting in the election of each individual so nominated and who has complied complies with the notice and other procedures set forth in this Section 2.111.12 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals directors to the Board of DirectorsBoard, any such stockholder may nominate an individual a person or individuals persons (as the case may be) ), for election as a director to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information notice required by paragraphs (a)(3) and (4Section 1.12.1(b) of this Section 2.11, is these Bylaws shall be delivered to the secretary Secretary of the Corporation at the principal executive office offices of the Corporation not (i) no earlier than the 120th one hundred and twentieth (120th) day prior to such special meeting and not (ii) no later than 5:00 p.m., p.m. Eastern Time, Time on the later of the 90th ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement, if any, 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 meeting. The public announcement, if any, of a In no event shall an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described aboveproviding such notice.