Common use of Submission of Questionnaire, Representation and Agreement Clause in Contracts

Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to be eligible to be a nominee for election or reelection as a director of the Corporation, such stockholder must deliver to the Secretary at the principal executive offices of the Corporation (in accordance with the time periods prescribed for delivery of notice under Section 2.8 of these Bylaws), in addition to the information required under Section 2.8 by these Bylaws, a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a director of the Corporation, with such person's fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary the information that is required pursuant to this Section 2.9.

Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to To be eligible to be a nominee for election or reelection as a director of the Corporation, such stockholder the candidate for nomination must deliver to the Secretary at the principal executive offices of the Corporation have previously delivered (in accordance with the time periods prescribed for delivery of notice under Section 2.8 3.2 of these Bylaws), in addition to the information required under Section 2.8 by these BylawsSecretary at the principal executive offices of the Corporation, (a) a completed written questionnaire (in a form provided by the Corporation) with respect to the background background, qualifications, stock ownership and qualification independence of such person and the background of any other person or entity on whose behalf the nomination is being made proposed nominee, (which questionnaire shall be provided by the Secretary upon written request), and b) a written representation and agreement (in the form provided by the Secretary upon written requestCorporation) that such person candidate for nomination (ai) unless previously disclosed to the Corporation, the nominee is not and will not become a party to (i) any voting agreement, arrangement or understanding with, and has not given any commitment or assurance to, with any person or entity as to how such personnominee, if elected as a director of the Corporationdirector, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person's ’s ability to comply, if elected as a director of the Corporationdirector, with such person's his/her fiduciary duties under applicable law, (bii) is not not, and will not become a party to to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, compensation or reimbursement or indemnification in connection with for service or action as a director that has not been disclosed thereindirector, and (ciii) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and confidentiality, stock ownership and trading and other policies and guidelines of the CorporationCorporation applicable to directors and in effect during such person’s term in office as a director of the Corporation (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect). At the request of the Board of DirectorsBoard, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation the information that is required pursuant to this be set forth in a stockholder’s notice of nomination that pertains to the nominee (as if such nominee were the stockholder), as set forth in Section 2.93.2(d).

Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, such stockholder the person proposed to be nominated must deliver to the Secretary at the principal executive offices of the Corporation (in accordance with the time periods prescribed for delivery of notice under Section 2.8 2.11 of these Bylaws), in addition ) to the information Secretary at the principal executive offices of the Corporation a completed and signed questionnaire in the form required under Section 2.8 by these Bylaws, a written questionnaire the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary shall provide to such stockholder within ten days of receiving such request) with respect to the background and qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written signed representation and agreement (in the form provided by available from the Secretary upon written request) that such person person: (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a "“Voting Commitment"”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person's ’s ability to comply, if elected as a director of the Corporation, with such person's ’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreementCompensation Arrangement (as defined below) that has not been disclosed therein, arrangement or understanding (c) if elected as a director of the Corporation, will comply with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director that has not been disclosed thereinof the Corporation, and (cd) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation. At the request of the Board of DirectorsCorporation publicly disclosed from time to time, any person nominated by the Board of Directors for election (e) if elected as a director shall furnish of the Corporation, will act in the best interests of the Corporation and its stockholders and not in the interests of individual constituencies, and (f) intends to serve as a director for the Secretary the information that full term for which such individual is required pursuant to this Section 2.9stand for election.

Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, such stockholder the person proposed to be nominated must deliver to the Secretary at the principal executive offices of the Corporation (in accordance with the time periods prescribed for delivery of notice under Section 2.8 1.12 of these Bylaws), in addition ) to the information Secretary of the Corporation at the principal executive offices of the Corporation a completed and signed questionnaire in the form required under Section 2.8 by these Bylaws, a written questionnaire the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary shall provide to such stockholder within ten days of receiving such request) with respect to the background and qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written signed representation and agreement (in the form provided by available from the Secretary upon written request) that such person person: (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a "“Voting Commitment"”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person's ’s ability to comply, if elected as a director of the Corporation, with such person's ’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreementCompensation Arrangement (as defined below) that has not been disclosed therein, arrangement or understanding (c) if elected as a director of the Corporation, will comply with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director that has not been disclosed thereinof the Corporation, and (cd) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation. At the request of the Board of DirectorsCorporation publicly disclosed from time to time, any person nominated by the Board of Directors for election (e) if elected as a director shall furnish of the Corporation, will act in the best interests of the Corporation and its stockholders and not in the interests of individual constituencies, (f) consents to being named as a nominee in the Secretary the information that is required Corporation’s proxy statement pursuant to this Section 2.9Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director and (g) intends to serve as a director for the full term for which such individual is to stand for election.

Submission of Questionnaire, Representation and Agreement. With respect to each person, if any, whom a stockholder proposes to nominate for election or reelection to the Board of Directors, in order for such person to To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, such stockholder the person proposed to be nominated must deliver to the Secretary at the principal executive offices of the Corporation (in accordance with the time periods prescribed for delivery of notice under Section 2.8 1.12 of these Bylaws), in addition ) to the information Secretary of the Corporation at the principal executive offices of the Corporation a completed and signed questionnaire in the form required under Section 2.8 by these Bylaws, a written questionnaire the Corporation (which form the stockholder shall request in writing from the Secretary of the Corporation and which the Secretary if the Corporation shall provide to such stockholder within ten days of receiving such request) with respect to the background and qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written signed representation and agreement (in the form provided by available from the Secretary of the Corporation upon written request) that such person person: (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance assistance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a "“Voting Commitment"”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person's ’s ability to comply, if elected as a director of the Corporation, with such person's ’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreementCompensation Arrangement (as defined below) that has not been disclosed therein, arrangement or understanding (c) if elected as a director of the Corporation, will comply with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director that has not been disclosed thereinof the Corporation, and (cd) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation. At the request of the Board of DirectorsCorporation publicly disclosed from time to time, any person nominated by the Board of Directors for election (e) if elected as a director shall furnish of the Corporation, will act in the best interests of the Corporation and its stockholders and not in the interests of individual constituencies, (f) consents to being named as a nominee in the Secretary the information that is required Corporation’s proxy statement pursuant to this Section 2.9Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director and (g) intends to serve as a director for the full term for which such individual is to stand for election.