Common use of Voting; Proxies Clause in Contracts

Voting; Proxies. Unless otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Voting; Proxies. Unless otherwise provided by law or in the Certificate of Incorporation, and subject to the provisions every stockholder of Section 1.8 of these Bylaws, each stockholder record shall be entitled at every meeting of stockholders to one (1) vote for each share of capital stock held standing in his or her name on the record of stockholders determined in accordance with Section 2.4 hereof. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, each reference in the Bylaws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. Holders of redeemable shares of stock are not entitled to vote after the notice of redemption is mailed to such holders and a sum sufficient to redeem the stocks has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares of stock. At any meeting of stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by statute or by the Certificate of Incorporation or by these Bylaws, shall be decided by a majority of the votes cast affirmatively or negatively on any such matter at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the stockholder voting or the stockholder's proxy and shall state the number of shares voted. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, stockholders may authorize another person or persons to act for such stockholder by proxy. Such a The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law. A stockholder may be prepared, transmitted and delivered in revoke any manner permitted proxy that is not irrevocable by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at attending the meeting before and voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by filing an instrument in writing revoking the proxy at or by delivering a proxy in accordance with applicable law bearing a later date to the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matterSecretary.

Voting; Proxies. Unless Except as otherwise provided by law or the Certificate certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylawsincorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholderhim that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders, stockholders or to take express consent or dissent to corporate action by written consent in writing without a meeting, meeting may authorize another person or persons to act for such stockholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy may be prepared, transmitted and delivered in any manner permitted by accordance with applicable lawlaw bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided unless otherwise required by law. Directors shall , need not be elected conducted by a plurality inspectors of the votes of the shares present in person or represented election unless so determined by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote thereon that are present in person or represented by proxy at such meeting. At all meetings of stockholders for the meeting election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and are voted for questions shall, unless otherwise provided by law, the certificate of incorporation or against these by-laws, be decided by the mattervote of the holders of shares of stock having a majority of the votes that could be cast by the holders of all shares of stock outstanding and entitled to vote thereon.

Voting; Proxies. Unless Except as otherwise provided by law or law, by the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these BylawsIncorporation or in a Preferred Stock Designation, each stockholder shall entitled to vote at any meeting of stockholders will be entitled at every meeting of the stockholders to one (1) vote for each share of stock held having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by such stockholderproxy. Each Every proxy must be authorized in a manner permitted by Section 212 of the General Corporation Law of the State of Delaware (or any successor provision). Without affecting any vote previously taken, a stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering a revocation of proxy or a new proxy bearing a later date to the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless otherwise required by the Certificate of Incorporation or these Bylaws or unless the Chairman or the holders of a majority of the outstanding voting power of all classes of stock entitled to vote at a meeting of stockholdersthereon, or to take corporate action by written consent without a meeting, may authorize another present in person or persons to act for such stockholder represented by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be otherwise determine. Every vote taken by written ballot if demand will be counted by the inspectors of election. When a quorum is so made by present at any stockholder at meeting, the meeting before voting begins. If a affirmative vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson holders of a majority of the meeting deems appropriate andoutstanding voting power of all classes of stock entitled to vote thereon, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on which has actually been voted, will be the act of the stockholders, except in the election of directors. Unless directors or as otherwise provided by applicable lawin these Bylaws, the Certificate of Incorporation Incorporation, a Preferred Stock Designation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matterlaw.

Voting; Proxies. Unless otherwise provided by law or in the Certificate of Incorporation, and subject every Stockholder entitled to the provisions vote at every meeting of Section 1.8 of these Bylaws, each stockholder Stockholders shall be entitled to one (1) vote for each share of stock held by such stockholderStockholder which has voting power upon the matter in question. Each stockholder If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, each reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. At any meeting of Stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by applicable law, pursuant to any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation or by these By-laws, shall be decided by the affirmative vote of a majority in voting power of shares present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect such Directors. Except as otherwise provided by the Certificate of Incorporation, each Stockholder entitled to vote at a meeting of stockholders, Stockholders or to take express consent or dissent to corporate action by written consent in writing without a meeting, meeting may authorize another person or persons to act for such stockholder Stockholder by proxy. Such a The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law. A Stockholder may be prepared, transmitted and delivered in revoke any manner permitted proxy that is not irrevocable by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at attending the meeting before and voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by delivering to the Secretary an instrument in writing revoking the proxy at or by delivering a proxy in accordance with applicable law bearing a later date to the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matterSecretary.

Voting; Proxies. Unless otherwise provided Each Stockholder entitled to vote at any meeting of Stockholders shall be entitled to the number of votes, if any, for each share of Stock held of record by law or such Stockholder which has voting power upon the matter in question as set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholderper share. Each stockholder Stockholder entitled to vote at a meeting of stockholders, Stockholders or express consent to take corporate action by written consent in writing without a meeting, meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such stockholder Stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such a A proxy may be prepared, transmitted and delivered authorized by an instrument in any manner writing or by a transmission permitted by applicable lawlaw filed in accordance with the procedure established for the meeting. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders Stockholders need not be by written ballot unless such is demanded ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand Directors at which a quorum is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballotpresent, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes cast shall be sufficient to elect Directors. No holder of shares of Stock shall have the shares right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the shares Certificate of Incorporation, these Bylaws, the rules or regulations of any stock entitled exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote thereon that are present in person or represented by proxy at shall be the meeting and are voted for or against applicable vote on the matter.

Voting; Proxies. Unless Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholderhim which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, stockholders may authorize another person or persons to act for such stockholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a proxy may be prepared, transmitted and delivered in any manner permitted by applicable lawlater date with the Secretary. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless such is demanded at so determined by the meeting before voting begins by holders of shares of stock having a stockholder or stockholders holding shares representing at least one percent (1%) majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an . At all meetings of stockholders for the election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballotdirectors, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting cast shall be sufficient to elect. All other elections and entitled to vote on the election of directors. Unless questions shall, unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon that which are present in person or represented by proxy at the meeting and are voted for or against the mattermeeting.

Voting; Proxies. Unless otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylawsin this Agreement, each stockholder Member entitled to vote at any meeting of Members shall be entitled to one (1) vote for each share Share of stock Common Stock held by such stockholderMember which has voting power upon the matter in question. Each stockholder Member entitled to vote at a meeting of stockholders, Members or to take corporate express consent or dissent to any action by written consent in writing without a meeting, meeting may authorize another person or persons to act for such stockholder Member by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such A Member may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a proxy may be prepared, transmitted and delivered in any manner permitted by applicable lawlater date with the Secretary. Voting at meetings of stockholders Members need not be by written ballot and need not be conducted by inspectors unless such is demanded at the meeting before voting begins by holders of a stockholder or stockholders holding shares representing at least one percent (1%) majority of the votes Shares of Common Stock entitled to vote thereon present in person or by proxy at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an meeting shall so determine. At all meetings of Members for the election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes cast shall be sufficient to elect. With respect to other matters, unless otherwise provided by law or by this Agreement, the affirmative vote of the shares holders of a majority of the Shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every subject matter other than the election of directors shall be decided by the affirmative vote act of the holders of Members; provided that (except as otherwise required by law or by this Agreement) the Board may require a majority of the shares of stock entitled to larger vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the upon any such matter.

Voting; Proxies. Unless otherwise provided by law or the Certificate Each stockholder of Incorporation, and subject record entitled to the provisions of Section 1.8 of these Bylaws, each stockholder vote shall be entitled at every meeting of stockholders of the Corporation to one (1) vote for each share of stock held by such stockholderhaving voting power standing in his name on the record of stockholders on the record date fixed pursuant to Section 3 of Article VI of these by-laws. Each stockholder entitled to vote at a meeting of stockholders, stockholders or to take corporate action by written express consent or dissent without a meeting, meeting may authorize another do so either in person or persons to act for by proxy appointed by instrument executed in writing by such stockholder by or his duly authorized attorney-in-fact and delivered to the secretary of the meeting. No director, officer, clerk, teller or bookkeeper of the Corporation shall act as proxy at any meeting. No proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy. Such a Every proxy may shall be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded revocable at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name pleasure of the stockholder or proxy voting and such other information executing it except as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner otherwise provided by law. Directors elected at any meeting of the stockholders shall be elected by a plurality of the votes cast. All other corporate action to be taken by vote of the shares stockholders shall, except as otherwise provided by law or these by-laws, be authorized by a majority of the votes cast. The vote for directors shall be by ballot, but otherwise the vote upon any question before a meeting shall not be by ballot unless the person presiding at such meeting shall so direct or any stockholder, present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable lawthereon, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matterso demand.

Voting; Proxies. Unless otherwise provided by law or the Certificate Each shareholder of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder record shall be entitled at every meeting of shareholders to one (1) vote for each share having voting power standing in the shareholder's name on the record of stock held by such stockholdershareholders of the corporation on the record date fixed pursuant to Section 6.03 of these by-laws unless otherwise provided in the certificate of incorporation of the corporation. Each stockholder shareholder entitled to vote at a meeting of stockholdersshareholders may vote in person, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder the shareholder by proxy. Such Any proxy shall be signed by the shareholder or the shareholder's duly authorized agent or attorney-in-fact and shall be delivered to the secretary of the meeting. The signature of a proxy shareholder on any proxy, including without limitation a telegram, cablegram, facsimile signature or other means of electronic transmission, may be preparedprinted, transmitted and delivered stamped or written, provided such signature is executed or adopted by the shareholder with intention to authenticate the proxy. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in any manner permitted by applicable lawthe proxy. Voting at meetings of stockholders need not Every proxy shall be by written ballot unless such is demanded revocable at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) pleasure of the votes entitled to vote at such meetingshareholder executing it, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information except as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner otherwise provided by law. Directors shall shall, except as otherwise provided by law or the certificate of incorporation, be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election. All other corporate action to be taken by vote of the shares shareholders shall, except as otherwise provided by law, the certificate of incorporation or these by-laws, be authorized by a majority of the votes cast in favor of such action at a meeting of the shareholders. The vote for directors, or upon any corporate action coming before a meeting of shareholders, shall not be by ballot unless the person presiding at such meeting shall so direct or any shareholder, present in person or represented by proxy at the meeting and entitled to vote on the election of directorsthereon, shall so demand. Unless Except as otherwise provided by applicable lawin the certificate of incorporation, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors an abstention shall be decided by the affirmative not constitute a vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the mattercast.

Voting; Proxies. Unless otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meeting, or by such stockholder’s 's or stockholders’ ' proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided by law. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Voting; Proxies. Unless Except as otherwise provided by applicable law or by or pursuant to the provisions of the Certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock of the Corporation held by such stockholderstockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders, stockholders or to take consent to corporate action by written consent without a meeting, if any, may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Such A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy may be prepared, transmitted and delivered in any manner permitted by applicable lawor a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot unless such ballot. At all meetings of stockholders for the election of directors (other than Class Directors and/or Preferred Directors (as each term is demanded defined below)), at the meeting before voting begins by which a stockholder or stockholders holding shares representing at least one percent (1%) quorum is present, a majority of the votes entitled cast shall be sufficient to vote at such meeting, or by such stockholder’s or stockholders’ proxyelect; provided, however, that an at any meeting of stockholders held for the election of directors shall be by written ballot if demand (other than Class Directors and/or Preferred Directors) at which a quorum is so made by any stockholder at the meeting before voting begins. If a vote is present, and one or more stockholders have (a) nominated one or more individuals to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairperson of the meeting deems appropriate and, if authorized by the Board of DirectorsDirectors in compliance with Section 1.13 of these Bylaws, such that the ballot may be submitted by electronic transmission in nominees for election to the manner provided by law. Board of Directors shall be elected by exceeds the number of open seats, and (b) not withdrawn such Nomination or Nominations on or prior to the tenth (10th) day preceding the date on which the Corporation first gives notice of such meeting to stockholders, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the shares present in person or represented by proxy stockholders at the such meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of votes cast with respect to any such election, question or business presented to the shares stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock entitled exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote thereon of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of these Bylaws, a “majority of the votes cast” means that are present in person the number of votes cast “for” a nominee, question or represented by proxy at business exceeds the meeting and are voted for number of votes cast “against” such nominee, question or against the matterbusiness.

Voting; Proxies. Unless otherwise provided by law or in the Certificate certificate of Incorporation, and subject to the provisions of Section 1.8 of these Bylawsincorporation, each stockholder of record shall be entitled at every meeting of stockholders to one (1) vote for each share of the stock held by such stockholderof the corporation standing in his or her name on the record of stockholders on the record date fixed for the meeting or, if no record date for the meeting was fixed, on the date of the meeting. Each stockholder entitled to vote at a meeting of stockholders, stockholders or to take express consent or dissent to corporate action by written consent in writing without a meeting, meeting may act in person or may authorize another person or persons to act for such stockholder him or her by proxy, but no proxy shall be voted or acted upon after three years from its date unless it provides for a longer period. Such a proxy may be prepared, transmitted and delivered in Directors elected at any manner permitted by applicable law. Voting at meetings meeting of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of the votes entitled to vote at such meetingshall, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information except as the chairperson of the meeting deems appropriate and, if authorized by the Board of Directors, the ballot may be submitted by electronic transmission in the manner provided otherwise required by law. Directors shall , be elected by a plurality of the votes cast. All other corporate action to be taken by vote of stockholders shall, except as otherwise required by law or the certificate of incorporation, be authorized by a majority of the shares votes cast. Unless otherwise provided in the certificate of incorporation, the vote for directors shall be by ballot, but the vote upon any other question before a meeting of stockholders shall not be by ballot unless required by law or unless the person presiding at such meeting shall so direct or unless any stockholder present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors thereon shall be decided by the affirmative vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matterso demand.