Attached files
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
OASIS PETROLEUM INC.
Incorporated under the Laws of the State of Delaware
ARTICLE I
OFFICES AND RECORDS
SECTION 1.1. Registered Office. The registered office of the Corporation in the State
of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, and
the name of the Corporations registered agent at such address is The Corporation Trust Company.
The registered office and registered agent of the Corporation may be changed from time to time by
the board of directors of the Corporation (the Board of Directors) in the manner provided
by law.
SECTION 1.2. Other Offices. The Corporation may have such other offices, either
within or without the State of Delaware, as the Board of Directors may designate or as the business
of the Corporation may from time to time require.
SECTION 1.3. Books and Records. The books and records of the Corporation may be kept
outside the State of Delaware at such place or places as may from time to time be designated by the
Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION 2.1. Annual Meeting. The annual meeting of the stockholders of the
Corporation shall be held on such date and at such place and time as may be fixed by resolution of
the Board of Directors.
SECTION 2.2. Special Meeting. Subject to the rights of the holders of any series of
stock having a preference over the Common Stock of the Corporation as to dividends or upon
liquidation (Preferred Stock) with respect to such series of Preferred Stock, special
meetings of the stockholders may be called only in accordance with the Corporations Certificate of
Incorporation as it may be amended and restated from time to time.
SECTION 2.3. Place of Meeting. The Board of Directors or the Chairman of the Board,
as the case may be, may designate the place of meeting for any annual meeting or for any special
meeting of the stockholders called by the Board of Directors or the Chairman of the Board. If no
designation is so made, the place of meeting shall be the principal executive offices of the
Corporation.
SECTION 2.4. Notice of Meeting. Written or printed notice, stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered
by the Corporation not less than 10 days nor more than 60 days before the date of the meeting, in a
manner pursuant to Section 6.8 hereof, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears
on the stock transfer books of the Corporation. Such further notice shall be given as may be
required by law. Only such business shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the Corporations notice of meeting.
Meetings may be held without notice if all stockholders entitled to vote are present, or if notice
is waived by those not present in accordance with Section 6.4 of these Bylaws. Any previously
scheduled meeting of the stockholders may be postponed, and (unless the Certificate of
Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the date previously
scheduled for such meeting of stockholders.
SECTION 2.5. Quorum and Adjournment. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the outstanding shares of the
Corporation entitled to vote generally in the election of directors (the Voting Stock),
represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except
that when specified business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a quorum of such class
or series for the transaction of such business. The Chairman of the meeting or a majority of the
shares so represented may adjourn the meeting from time to time, whether or not there is such a
quorum. No notice of the time and place of adjourned meetings need be given except as required by
law. At the adjournment meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days, or after the
adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to notice of such adjourned meeting. The
stockholders present at a duly called meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
SECTION 2.6. Proxies. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing (or in such other manner prescribed by the General Corporation Law of the
State of Delaware) by the stockholder, or by his duly authorized attorney in fact. Any copy,
facsimile transmission or other reliable reproduction of the writing or transmission created
pursuant to this section may be substituted or used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission could be
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used, provided
that such copy, facsimile transmission or other reproduction shall be a complete reproduction
of the entire original writing or transmission.
SECTION 2.7. Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the
Board of Directors and the proposal of other business to be considered by the stockholders may be
made at an annual meeting of stockholders (a) pursuant to the Corporations notice of meeting (or
any supplement thereto), (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice
provided for in this Bylaw and at the time of the annual meeting, (ii) is entitled to vote at the
meeting and (iii) complies with the notice procedures set forth in this Bylaw as to such business
or nomination; clause 1(c) of this Section 2.7(A) shall be the exclusive means for a stockholder to
make nominations or submit other business (other than matters properly brought under Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the Exchange Act), and included in
the Corporations notice of meeting) before an annual meeting of the stockholders.
(2) Without qualification, for any nominations or any other business to be properly brought
before an annual meeting by a stockholder pursuant to Section 2.7(A)(1)(c) of this Bylaw, the
stockholder must have given timely notice thereof in writing to the Secretary and such other
business must otherwise be a proper matter for stockholder action. To be timely, a stockholders
notice shall be delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day and not later than the close of
business on the 90th day prior to the first anniversary of the preceding years annual
meeting; provided, however, that in the event that the date of the annual meeting
is more than 30 days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of business on the
120th day prior to the date of such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting or, if the first
public announcement of the date of such annual meeting is less than 100 days prior to the date of
such annual meeting, the 10th day following the day on which public announcement of the
date of such meeting is first made by the Corporation. In no event shall any adjournment or
postponement of an annual meeting or the announcement thereof commence a new time period for the
giving of a stockholders notice as described above. To be in proper form, a stockholders notice
(whether given pursuant to this Section 2.7(A)(2) or Section 2.7(B)) to the Secretary must:
(a) set forth, as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporations books, and of such beneficial owner, if
any, (ii) (A) the class or series and number of shares of the Corporation which are,
directly or indirectly, owned beneficially and of record by such stockholder and such
beneficial owner, (B) any option, warrant, convertible security, stock appreciation right,
or similar right with an exercise or conversion privilege or a settlement payment or
mechanism at a price related to any class or series of shares of the Corporation or with a
value derived in whole or in part from the value of any class or
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series of shares of the Corporation, whether or not such instrument or right shall be
subject to settlement in the underlying class or series of capital stock of the Corporation
or otherwise (a Derivative Instrument) directly or indirectly owned beneficially
by such stockholder and any other direct or indirect opportunity to profit or share in any
profit derived from any increase or decrease in the value of shares of the Corporation,
(C) a description of any proxy, contract, arrangement, understanding, or relationship
pursuant to which such stockholder has a right to vote any shares of any security of the
Company, (D) any short interest in any security of the Company (for purposes of this Bylaw a
person shall be deemed to have a short interest in a security if such person directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has
the opportunity to profit or share in any profit derived from any decrease in the value of
the subject security), (E) any rights to dividends on the shares of the Corporation owned
beneficially by such stockholder that are separated or separable from the underlying shares
of the Corporation, (F) any proportionate interest in shares of the Corporation or
Derivative Instruments held, directly or indirectly, by a general or limited partnership in
which such stockholder is a general partner or, directly or indirectly, beneficially owns an
interest in a general partner and (G) any performance-related fees (other than an
asset-based fee) that such stockholder is entitled to based on any increase or decrease in
the value of shares of the Corporation or Derivative Instruments, if any, as of the date of
such notice, including without limitation any such interests held by members of such
stockholders immediate family sharing the same household (which information shall be
supplemented by such stockholder and beneficial owner, if any, not later than 10 days after
the record date for the meeting to disclose such ownership as of the record date), (iii) any
other information relating to such stockholder and beneficial owner, if any, that would be
required to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal and/or for the
election of directors in a contested election pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder, (iv) a representation that the stockholder
was a holder of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to bring such nomination or other
business before the meeting, and (v) a representation as to whether such stockholder or any
such beneficial owner intends or is part of a group that intends to (x) deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the voting power of
the Corporations outstanding capital stock required to approve or adopt the proposal or to
elect each such nominee and/or (y) otherwise to solicit proxies from stockholders in support
of such proposal or nomination. If requested by the Corporation, the information required
under clauses (a)(i) and (ii) of the preceding sentence of this Section 2.7 shall be
supplemented by such stockholder and any such beneficial owner not later than 10 days after
the record date for notice of the meeting to disclose such information as of such record
date;
(b) if the notice relates to any business other than a nomination of a director or
directors that the stockholder proposes to bring before the meeting, set forth (i) a brief
description of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest of such
stockholder and beneficial owner, if any, in such business and (ii) a description of
all
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agreements, arrangements and understandings between such stockholder and beneficial
owner, if any, and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder;
(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for
election or reelection to the Board of Directors (i) all information relating to such person
that would be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors in a contested
election pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder (including such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected) and (ii) a description of
all direct and indirect compensation and other material monetary agreements, arrangements
and understandings during the past three years, and any other material relationships,
between or among such stockholder and beneficial owner, if any, and their respective
affiliates and associates, or others acting in concert therewith, on the one hand, and each
proposed nominee, and his or her respective affiliates and associates, or others acting in
concert therewith, on the other hand, including, without limitation all information that
would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if
the stockholder making the nomination and any beneficial owner on whose behalf the
nomination is made, if any, or any affiliate or associate thereof or person acting in
concert therewith, were the registrant for purposes of such rule and the nominee were a
director or executive officer of such registrant; and
(d) with respect to each nominee for election or reelection to the Board of Directors,
include a completed and signed questionnaire, representation and agreement required by
Section 2.8 of this Bylaw. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as an independent director of the Corporation
or that could be material to a reasonable stockholders understanding of the independence,
or lack thereof, of such nominee.
(3) Notwithstanding anything in the second sentence of Section 2.7(A)(2) of this Bylaw to the
contrary, in the event that the number of directors to be elected to the Board of Directors of the
Corporation is increased 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 100 days
prior to the first anniversary of the preceding years annual meeting, a stockholders notice
required by this Bylaw 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 10th
day following the day on which such public announcement is first made by the Corporation.
(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 Corporations notice of meeting. 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
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pursuant to the Corporations notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided, that the Board of Directors has determined that directors shall
be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this Bylaw and at the time of the special meeting,
(ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in
this Bylaw. In the event a special meeting of stockholders is called for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as specified in the Corporations
notice of meeting, if the stockholders notice required by Section 2.7(A)(2) of this Bylaw with
respect to any nomination (including the completed and signed questionnaire, representation and
agreement required by Section 2.8 of this Bylaw) shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of business on the
120th day prior to such special meeting and not later than the close of business on the
later of the 90th day prior to such special meeting 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 10th day following the day on which 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. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period for the giving of a stockholders
notice as described above.
(C) General. (1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, the Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set forth in this Bylaw
and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that
such defective proposal or nomination shall be disregarded.
(2) For purposes of this Bylaw, public announcement shall mean disclosure in a press
release reported by Dow Jones News Service, the Associated Press, or any other national news
service or in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.
(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw; provided, however, that any
references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended
to and shall not limit the requirements applicable to nominations or proposals as to any other
business to be considered pursuant to Section 2.7(A)(1)(c) or Section 2.7(B) of this Bylaw.
Nothing in this Bylaw shall be deemed to affect any rights (i) of stockholders to request inclusion
of proposals in the Corporations proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of Preferred Stock if and to the extent
provided for under law, the Certificate of Incorporation or these Bylaws.
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(D) Conduct of Business. The Chairman shall also conduct the meeting in an orderly
manner, rule on the precedence of, and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters. Without limiting the foregoing, the
Chairman may (a) restrict attendance at any time to bona fide stockholders of record and their
proxies and other persons in attendance at the invitation of the presiding officer or Board of
Directors, (b) restrict use of audio or video recording devices at the meeting, and (c) impose
reasonable limits on the amount of time taken up at the meeting on discussion in general or on
remarks by any one stockholder. Should any person in attendance become unruly or obstruct the
meeting proceedings, the Chairman shall have the power to have such person removed from the
meeting. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at
a meeting except in accordance with the procedures set forth in this Article II. The Chairman of a
meeting may determine and declare to the meeting that any proposed item of business was not brought
before the meeting in accordance with the provisions of this Article II, and if he should so
determine, he shall so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
(E) Meetings by Remote Communication. If authorized by the Board of Directors, and
subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and
proxy holders not physically present at a meeting of stockholders may, by means of remote
communication, participate in the meeting and be deemed present in person and vote at the meeting,
whether such meeting is to be held at a designated place or solely by means of remote
communication, provided that (i) the Corporation shall implement reasonable measures to verify that
each person deemed present and permitted to vote at the meeting by means of remote communication is
a stockholder or proxy holder, (ii) the Corporation shall implement reasonable measures to provide
such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any
stockholder or proxy holder votes or takes other action at the meeting by means of remote
communication, a record of such vote or other action shall be maintained by the Corporation.
SECTION 2.8. Submission of Questionnaire. Representation and Agreement. To be eligible
to be a nominee for election or reelection as a director of the Corporation, a person must deliver
(in accordance with the time periods prescribed for delivery of notice under Section 2.7 of this
Bylaw) to the Secretary at the principal executive offices of the Corporation 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 (1) 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 (2) any Voting Commitment that could limit or interfere
with such persons ability to
comply, if elected as a director of the Corporation, with such persons 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
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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 persons 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.
SECTION 2.9. Procedure for Election of Directors; Required Vote. Election of
directors at all meetings of the stockholders at which directors are to be elected shall be by
ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, a plurality of the votes cast thereat shall elect
directors. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws,
in all matters other than the election of directors, the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting and entitled to vote on the matter
shall be the act of the stockholders.
SECTION 2.10. Inspectors of Elections; Opening and Closing the Polls. The Board of
Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may
include individuals who serve the Corporation in other capacities, including, without limitation,
as officers, employees, agents or representatives, to act at the meetings of stockholders and make
a written report thereof. One or more persons may be designated as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate has been appointed to act or is able
to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the duties prescribed by
law.
The Chairman of the meeting shall fix and announce at the meeting the date and time of the
opening and the closing of the polls for each matter upon which the stockholders will vote at a
meeting.
SECTION 2.11. Stockholder Action by Written Consent. Except as otherwise provided by
law or by the Certificate of Incorporation, prior to the first date on which Oasis Holdings LLC and
its Affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) no longer
own more than 50% of the outstanding shares of Common Stock of the Corporation (the Trigger
Date), any action required or permitted to be taken by the stockholders of the Corporation may
be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of
any series of Preferred Stock with respect to such series of Preferred Stock, any action required
or permitted to be taken by the stockholders of the
Corporation must be taken at a duly held annual or special meeting of stockholders and may not
be taken by any consent in writing of such stockholders.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. General Powers. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors elected in accordance with these Bylaws. In
addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these Bylaws required to be
exercised or done by the stockholders.
SECTION 3.2. Number, Tenure and Qualifications. Subject to the rights of the holders
of any series of Preferred Stock to elect directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if there were no
vacancies (the Whole Board).
SECTION 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw immediately after, and at the same place as, the Annual
Meeting of Stockholders. Subject to Section 3.5, the Board of Directors may, by resolution,
provide the time and place for the holding of additional regular meetings without other notice than
such resolution.
SECTION 3.4. Special Meetings. Except as otherwise provided by law or by the
Certificate of Incorporation and subject to Section 3.5, special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or the
Board of Directors pursuant to a resolutions adopted by a majority of the Whole Board; provided,
however, that prior to the Trigger Date, special meetings of the stockholders of the Corporation
may also be called by the holders of a majority of the outstanding shares of the Corporation
entitled to vote. The person or persons authorized to call special meetings of the Board of
Directors may fix the place and time of the meetings.
SECTION 3.5. Notice. Notice of any meeting of directors shall be given to each
director at his business or residence in writing by hand delivery, first-class or overnight mail or
courier service, telegram or facsimile transmission, electronic transmission or orally by
telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon prepaid, at least five days
before such meeting. If by telegram, overnight mail or courier service, such notice shall be
deemed adequately delivered when the telegram is delivered to the telegraph company or the notice
is delivered to the overnight mail or courier service company at least 24 hours before such
meeting. If by facsimile transmission, such notice shall be deemed adequately delivered when the
notice is transmitted at least 12 hours before such meeting. If by telephone or by hand delivery,
the notice shall be given at least 12 hours prior to the time set for the meeting. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice of such meeting, except for amendments to these
Bylaws, as provided under Section 8.1. A meeting may be held at any time
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without notice if all the
directors are present or if those not present waive notice of the meeting in accordance with
Section 6.4 of these Bylaws.
SECTION 3.6. Action by Consent of Board of Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the
Board or committee.
SECTION 3.7. Conference Telephone Meetings. Members of the Board of Directors, or any
committee thereof, may participate in a meeting of the Board of Directors or such committee by
means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION 3.8. Quorum. Subject to Section 3.9, a whole number of directors equal to at
least a majority of the Whole Board shall constitute a quorum for the transaction of business, but
if at any meeting of the Board of Directors there shall be less than a quorum present, a majority
of the directors present may adjourn the meeting from time to time without further notice. The act
of the majority of the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors. The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.
SECTION 3.9. Vacancies. Subject to applicable law and the rights of the holders of
any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board
of Directors otherwise determines, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by the affirmative vote
of a majority of the remaining directors, though less than a quorum of the Board of Directors, and
directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires and until such
directors successor shall have been duly elected and qualified. No decrease in the number of
authorized directors constituting the Whole Board shall shorten the term of any incumbent director.
SECTION 3.10. Executive and Other Committees. The Board of Directors may, by
resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise,
subject to applicable provisions of law, all the powers of the Board in the management of the
business and affairs of the Corporation when the Board is not in session, including without
limitation the power to declare dividends, to authorize the issuance of the Corporations capital
stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of the State of Delaware, and may, by resolution similarly adopted, designate
one or more other committees. The Executive Committee and each such other committee shall
consist of one or more directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, other than the Executive
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Committee (the powers of
which are expressly provided for herein), may to the extent permitted by law exercise such powers
and shall have such responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board to act at the meeting in the place of
any such absent or disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required.
A majority of any committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each
member of the committee in the manner provided for in Section 3.5 of these Bylaws. The Board shall
have power at any time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not directors of the Corporation;
provided, however, that no such committee shall have or may exercise any authority
of the Board.
SECTION 3.11. Removal. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any director, or the Whole Board,
may be removed from office at any time, but only for cause and only by the affirmative vote of the
holders of at least (i) a majority of the voting power of all of the then-outstanding shares of
Voting Stock, voting together as a single class, at any time prior to the Trigger Date or (ii) 80
percent of the voting power of all of the then-outstanding shares of Voting Stock, voting together
as a single class, at any time on or after the Trigger Date.
SECTION 3.12. Records. The Board of Directors shall cause to be kept a record
containing the minutes of the proceedings of the meetings of the Board and of the stockholders,
appropriate stock books and registers and such books of records and accounts as may be necessary
for the proper conduct of the business of the Corporation.
SECTION 3.13. Compensation. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, the board of directors shall have authority to fix the compensation
of directors, including fees and reimbursement of expenses.
ARTICLE IV
OFFICERS
SECTION 4.1. Elected Officers. The elected officers of the Corporation shall be a
Chairman of the Board of Directors, a President, a Secretary, a Treasurer, and such other
officers (including, without limitation, a Chief Financial Officer) as the Board of Directors
from time to time may deem proper. The Chairman of the Board shall be chosen from among the
directors. All officers elected by the Board of Directors shall each have such powers and duties
as generally pertain to their respective offices, subject to the specific provisions of this
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ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be
conferred by the Board of Directors or by any committee thereof. The Board or any committee
thereof may from time to time elect, or the Chairman of the Board or President may appoint, such
other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall have such duties
and shall hold their offices for such terms as shall be provided in these Bylaws or as may be
prescribed by the Board or such committee or by the Chairman of the Board or President, as the case
may be.
SECTION 4.2. Election and Term of Office. The elected officers of the Corporation
shall be elected annually by the Board of Directors at the regular meeting of the Board of
Directors held after the annual meeting of the stockholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign, but any officer may be removed from office at any time
by the affirmative vote of a majority of the Whole Board or, except in the case of an officer or
agent elected by the Board, by the Chairman of the Board or President. Such removal shall be
without prejudice to the contractual rights, if any, of the person so removed.
SECTION 4.3. Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall be
responsible for the general management of the affairs of the Corporation and shall perform all
duties incidental to his office which may be required by law and all such other duties as are
properly required of him by the Board of Directors. He shall make reports to the Board of
Directors and the stockholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect. The Chairman of the Board may also
serve as President, if so elected by the Board.
SECTION 4.4. Chief Executive Officer. The Chief Executive Officer shall act in a
general executive capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporations business and general supervision of its policies and affairs. The
Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman
of the Board, perform all duties of the Chairman of the Board and preside at all meetings of
stockholders and of the Board of Directors.
SECTION 4.5. President. The President shall have such powers and shall perform such
duties as shall be assigned to him by the Board of Directors.
SECTION 4.5. Vice-Presidents. Each Vice President shall have such powers and shall
perform such duties as shall be assigned to him by the Board of Directors.
SECTION 4.6. Chief Financial Officer. The Chief Financial Officer (if any) shall be a
Vice Chief Executive Officer and act in an executive financial capacity. He shall assist the
Chairman of the Board and the Chief Executive Officer in the general supervision of the
Corporations financial policies and affairs.
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SECTION 4.7. Treasurer. The Treasurer shall exercise general supervision over the
receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the
Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in
such banks as may be designated as depositaries in the manner provided by resolution of the Board
of Directors. He shall have such further powers and duties and shall be subject to such directions
as may be granted or imposed upon him from time to time by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer.
SECTION 4.8. Secretary. The Secretary shall keep or cause to be kept in one or more
books provided for that purpose, the minutes of all meetings of the Board, the committees of the
Board and the stockholders; he shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; he shall be custodian of the records and the
seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation
(unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter
provided) and affix and attest the seal to all other documents to be executed on behalf of the
Corporation under its seal; and he shall see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly kept and filed; and
in general, he shall perform all the duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the
Chief Executive Officer.
SECTION 4.9. Removal. Any officer elected, or agent appointed, by the Board of
Directors may be removed by the affirmative vote of a majority of the Whole Board whenever, in
their judgment, the best interests of the Corporation would be served thereby. Any officer or
agent appointed by the Chairman of the Board or the Chief Executive Officer may be removed by him
whenever, in his judgment, the best interests of the Corporation would be served thereby. No
elected officer shall have any contractual rights against the Corporation for compensation by
virtue of such election beyond the date of the election of his successor, his death, his
resignation or his removal, whichever event shall first occur, except as otherwise provided in an
employment contract or under an employee deferred compensation plan.
SECTION 4.10. Vacancies. A newly created elected office and a vacancy in any elected
office because of death, resignation, or removal may be filled by the Board of Directors for the
unexpired portion of the term at any meeting of the Board of Directors. Any vacancy in an office
appointed by the Chairman of the Board or the Chief Executive Officer because of death,
resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
SECTION 5.1. Stock Certificates and Transfers. The interest of each stockholder of
the Corporation shall be evidenced by certificates for shares of stock in such form as the
appropriate officers of the Corporation may from time to time prescribe; provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some or all of any
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or
all classes or series of its stock may be uncertificated or electronic shares. The shares of the
stock of the Corporation shall be transferred on the books of the Corporation, which may be
maintained by a third party registrar or transfer agent, by the holder thereof in person or by his
attorney, upon surrender for cancellation of certificates for at least the same number of shares,
with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof of the authenticity of the signature as the Corporation or its agents may reasonably
require or upon receipt of proper transfer instructions from the registered holder of
uncertificated shares and upon compliance with appropriate procedures for transferring shares in
uncertificated form.
Each certificated share of stock shall be signed, countersigned and registered in such manner
as the Board of Directors may by resolution prescribe, which resolution may permit all or any of
the signatures on such certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased
to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
SECTION 5.2. Lost, Stolen or Destroyed Certificates. No certificate for shares or
uncertificated shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss,
destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon
such terms and secured by such surety, as the Board of Directors or any financial officer may in
its or his discretion require.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December of each year.
SECTION 6.2. Dividends. Except as otherwise provided by law or the Certificate of
Incorporation, the Board of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares of capital stock, which dividends may be paid in either cash,
property or shares of capital stock of the Corporation.
SECTION 6.3. Seal. The corporate seal shall have enscribed thereon the words
Corporate Seal, the year of incorporation and around the margin thereof the words Oasis
Petroleum Inc. Delaware.
SECTION 6.4. Waiver of Notice. Whenever any notice is required to be given to any
stockholder or director of the Corporation under the provisions of the General Corporation Law of
the State of Delaware, the Certificate of Incorporation or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither the business
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to
be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the
Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6.5. Audits. The accounts, books and records of the Corporation shall be
audited upon the conclusion of each fiscal year by an independent certified public accountant
selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause
such audit to be done annually.
SECTION 6.6. Resignations. Any director or any officer, whether elected or appointed,
may resign at any time by giving written notice or notice via electronic transmission of such
resignation to the Chairman of the Board, the President, or the Secretary, and such resignation
shall be deemed to be effective as of the close of business on the date said notice is received by
the Chairman of the Board, the President, or the Secretary, or at such later time as is specified
therein. No formal action shall be required of the Board of Directors or the stockholders to make
any such resignation effective.
SECTION 6.7. Indemnification and Insurance. (A)(1) Each person who was or is a party
or is threatened to be made a party to or is involved in any Proceeding (other than a Proceeding
by or in the right of the Corporation), by reason of the fact that he or she or a person of whom he
or she is the legal representative is or was a director, officer, employee, agent or fiduciary of a
Subject Enterprise, or by reason of any act or omission by such person in such capacity, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation to provide prior to
such amendment), against all Expenses, liabilities and amounts paid in settlement which were
actually and reasonably incurred by, or in the case of retainers, to be incurred by, such person in
connection therewith, and such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators.
(2) Each person who was or is a party or is threatened to be made a party to or is involved in
any Proceeding brought by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director, officer, employee, agent or fiduciary of a Subject Enterprise,
or by reason of any act of omission by such person in such capacity, against all Expenses actually
and reasonably incurred by, or in the case of retainers, to be incurred by, such person in
connection therewith, and such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators.
(3) Notwithstanding Section 6.7(A)(1) and (2), no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have been adjudged
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to
be liable to the Corporation in a final adjudication by a court of competent jurisdiction from
which there is no further right of appeal, unless and to the extent that the Court of Chancery of
the State of Delaware, or the court in which such Proceeding shall have been brought or is pending,
shall determine that such indemnification may be made.
(4) Notwithstanding Section 6.7(A)(1) and (2), except as provided in paragraph
(C) of this Bylaw, the Corporation shall indemnify any such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or
part thereof) was authorized by the Board of Directors.
(5) The right to indemnification conferred in this Bylaw shall be a contract right and shall
include the right to be paid by the Corporation the Expenses incurred or, in the case of retainer
or similar fees, reasonably expected to be incurred, in defending any such Proceeding in advance of
its final disposition, such advances to be paid by the Corporation within seven days after the
receipt by the Corporation of a statement or statements from the claimant requesting such advance
or advances from time to time; provided, however, that if the General Corporation
Law of the State of Delaware requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final disposition of a
Proceeding, shall be made only upon delivery to the Corporation of a written affirmation by such
person of such persons good faith belief that such person has met the standard of conduct
necessary for indemnification under this Bylaw and an undertaking by or on behalf of such to repay
such amount if it is ultimately determined that such is not entitled to be indemnified against such
Expenses by the Company pursuant to this Bylaw or otherwise.
(B) To obtain indemnification under this Bylaw, a claimant shall submit to the Corporation a
written request, including documentation and information which is reasonably available to the
claimant and is reasonably necessary to determine whether the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification pursuant to the first
sentence of this paragraph (B), a determination, if required by applicable law, with respect to the
claimants entitlement thereto shall be made as follows: (1) if requested by the claimant, by
Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy
of which shall be delivered to the claimant, or (2) if no request is made by the claimant for a
determination by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum
of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the claimant. The
Independent Counsel shall be selected by the Board of Directors unless there shall have occurred
within two years prior to the date of the commencement of the Proceeding for which indemnification
is claimed a Change of Control as defined in the Corporations 2010 Long Term Incentive Plan, in
which case the Independent Counsel shall be selected by the claimant unless the claimant shall
request that such selection be made by the Board of Directors. Such determination of entitlement
to indemnification shall be made not later than 45 days after receipt by the Corporation of a
written request for indemnification. If it is so determined that the
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claimant is entitled to
indemnification, payment to the claimant shall be made within 15 days after such determination.
(C) If the Board of Directors or the Independent Counsel, as applicable, shall have failed to
make a determination as to entitlement to indemnification within 45 days after receipt by the
Corporation of such request, the requisite determination of entitlement to indemnification shall be
deemed to have been made and the claimant shall be absolutely entitled to such indemnification,
absent actual and material fraud in the request for indemnification, a prohibition of
indemnification under applicable law in effect, or a subsequent determination that such
indemnification is prohibited by applicable law. The termination of any Proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself: (i) create a presumption that the claimant acted in bad faith or in a manner which he/she
reasonably believed to be opposed to the best interests of the Corporation, or, with respect to any
criminal Proceeding, that the claimant has reasonable cause to believe that the claimants conduct
was unlawful; or (ii) otherwise adversely affect the rights of the claimant to indemnification,
except as may be provided herein
(D) If a determination shall have been made pursuant to paragraph (B) of this Bylaw that the
claimant is entitled to indemnification, the Corporation shall be bound by such determination and
shall be precluded from asserting that such determination has not been made in any judicial
Proceeding commenced pursuant to paragraph (C) of this Bylaw.
(E) The Corporation shall be precluded from asserting in any judicial Proceeding commenced
pursuant to paragraph (C) of this Bylaw that the procedures and presumptions of this Bylaw are not
valid, binding and enforceable and shall stipulate in such Proceeding that the Corporation is bound
by all the provisions of this Bylaw.
(F) The right to indemnification and the payment of Expenses incurred, or in the case of
retainers or similar Expenses, reasonably expected to be incurred, in defending a Proceeding in
advance of its final disposition conferred in this Bylaw shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No
repeal or modification of this Bylaw shall in any way diminish or adversely affect the rights of
any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence
or matter arising prior to any such repeal or modification.
(G) The Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director or officer, and each
such agent or employee to which rights to indemnification have been granted as provided in
paragraph (H) of this Bylaw, shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage thereunder for any such director, officer,
employee or agent.
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(H) The Corporation may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in
defending any Proceeding in advance of its final disposition, to any employee or agent of the
Corporation to the fullest extent of the provisions of this Bylaw with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
(I) If any provision or provisions of this Bylaw shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the
remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of
this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not
itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (2) to the fullest extent possible, the provisions of this Bylaw (including, without
limitation, each such portion of any paragraph of this Bylaw containing any such provision held to
be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
(J) For purposes of this Bylaw:
(1) Disinterested Director means a director of the Corporation who is
not and was not a party to the matter in respect of which indemnification is sought.
(2) Expenses means judgments, penalties (including, but not limited
to, excise and similar taxes) and fines against such person and all reasonable
attorneys fees, accountants fees, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating or being or preparing to be a
witness in any Proceeding or establishing such persons right of entitlement to
indemnification for any of the foregoing.
(3) Independent Counsel means a law firm of at least 50 attorneys or
a member of a law firm of at least 50 attorneys that is experienced in
matters of corporate law and that neither is presently nor in the past five
years has been retained to represent (i) the Corporation or the claimant or any
affiliate thereof in any matter material to either such party or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term Independent Counsel shall not include any
person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Corporation or the
claimant in an action to determine the claimants right to indemnification under
this Bylaw.
(4) Proceeding means any threatened, pending or completed action,
suit, arbitration, investigation, inquiry, alternate dispute resolution mechanism,
administrative or legislative hearing, or any other proceeding
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(including, without
limitation, any securities laws action, suit, arbitration, investigation, inquiry,
alternative dispute resolution mechanism, hearing or procedure) whether civil,
criminal, administrative, arbitrative or investigative and whether or not based upon
events occurring, or actions taken, before the date hereof, and any appeal in or
related to any such action, suit, arbitration, investigation, inquiry, alternate
dispute resolution mechanism, hearing or proceeding and any inquiry or investigation
(including discovery), whether conducted by or in the right of the Corporation or
any other person, that such person in good faith believes could lead to any such
action, suit, arbitration, investigation, inquiry, alternative dispute resolution
mechanism, hearing or other proceeding or appeal thereof.
(5) Subject Enterprise means the Corporation or any of the
Corporations direct or indirect wholly-owned subsidiaries or any other entity,
including, but not limited to, another corporation, partnership, limited liability
company, employee benefit plan, joint venture, trust or other enterprise for which a
person is or was serving as a director, officer, employee, agent or fiduciary at the
request of the Corporation.
(K) Any notice, request or other communication required or permitted to be given to the
Corporation under this Bylaw shall be in writing and either delivered in person or sent by
facsimile, electronic transmission, overnight mail or courier service, or certified or registered
mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be
effective only upon receipt by the Secretary.
SECTION 6.8. Notices. Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder, director, officer, employee or agent
shall be in writing and may in every instance be effectively given by hand delivery to the
recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice
by commercial courier service, or by facsimile or other electronic transmission, provided that
notice to stockholders by electronic transmission shall be given in the manner provided in Section
232 of the Delaware General Corporation Law. Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at his or her last known address as the same
appears on the books of the Corporation. The time when such notice shall be deemed to
given shall be the time such notice is received by such stockholder, director, officer
employee or agent, or by any person accepting such notice on behalf of such person, if delivered by
hand, facsimile, other electronic transmission or commercial courier service, or the time such
notice is dispatched, if delivered through the mails. Without limiting the manner by which notice
otherwise may be given effectively, notice to any stockholder shall be deemed given: (1) if by
facsimile, when directed to a number at which the stockholder has consented to receive notice; (2)
if by electronic mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice; (3) if by posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the
giving of such separate notice; (4) if by any other form of electronic transmission, when directed
to the stockholder; and (5) if by mail, when deposited in the mail, postage prepaid, directed to
the stockholder at such stockholders address as it appears on the records of the Corporation.
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SECTION 6.9. Facsimile Signatures. In addition to the provisions for use of facsimile
signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer
or officers of the Corporation may be used whenever and as authorized by the Board of Directors or
a committee thereof.
SECTION 6.10. Time Periods. In applying any provision of these Bylaws which require
that an act be done or not done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the event shall be included.
SECTION 6.11. Reliance Upon Books, Reports and Records. Each director, each member of
any committee designated by the Board of Directors, and each officer of the Corporation shall, in
the performance of his duties, be bully protected in relying in good faith upon the books of
account or other records of the Corporation as provided by law, including reports made to the
Corporation by any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
ARTICLE VII
CONTRACTS, PROXIES, ETC.
SECTION 7.1. Contracts. Except as otherwise required by law, the Certificate of
Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in
the name and on the behalf of the Corporation by such officer or officers of the Corporation as the
Board of Directors may from time to time direct. Such authority may be general or confined to
specific instances as the Board may determine. The Chairman of the Board, the President or any
Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or
executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of
Directors or the Chairman of the Board, the President or any Vice President of the Corporation may
delegate contractual powers to others under his jurisdiction, it being understood, however, that
any such delegation of power shall not relieve such officer of responsibility with respect to the
exercise of such delegated power.
SECTION 7.2. Proxies. Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman of the Board, the President or any Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf
of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder
of stock or other securities in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as such holder, to any
action by such other corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
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ARTICLE VIII
AMENDMENTS
SECTION 8.1. Amendments. These Bylaws may be altered, amended, or repealed at any
meeting of the Board of Directors or of the stockholders as set forth in these Bylaws or in the
Corporations Certificate of Incorporation, as it may be amended or restated from time to time,
provided notice of the proposed change was given in the notice of the meeting and, in the case of a
meeting of the Board of Directors, in a notice given not less than two days prior to the meeting;
provided, however, that, in the case of amendments by stockholders from or after
the Trigger Date, notwithstanding any other provisions of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of
the holders of any particular class or series of the capital stock of the Corporation required by
law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the holders of at
least 66⅔ percent of the voting power of all the then outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or repeal any provision of
these Bylaws.
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