Attached files
file | filename |
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10-K - FORM 10-K - Cyclacel Pharmaceuticals, Inc. | c14674e10vk.htm |
EX-21 - EXHIBIT 21 - Cyclacel Pharmaceuticals, Inc. | c14674exv21.htm |
EX-23.1 - EXHIBIT 23.1 - Cyclacel Pharmaceuticals, Inc. | c14674exv23w1.htm |
EX-32.2 - EXHIBIT 32.2 - Cyclacel Pharmaceuticals, Inc. | c14674exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - Cyclacel Pharmaceuticals, Inc. | c14674exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - Cyclacel Pharmaceuticals, Inc. | c14674exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - Cyclacel Pharmaceuticals, Inc. | c14674exv32w1.htm |
EX-10.14 - EXHIBIT 10.14 - Cyclacel Pharmaceuticals, Inc. | c14674exv10w14.htm |
EX-10.13 - EXHIBIT 10.13 - Cyclacel Pharmaceuticals, Inc. | c14674exv10w13.htm |
Exhibit 3.2
AMENDED & RESTATED BYLAWS
OF
CYCLACEL PHARMACEUTICALS, INC.
Last amended March 30, 2011
TABLE OF CONTENTS
ARTICLE I. CORPORATE OFFICES |
1 | |||
1.1. Registered Office |
1 | |||
1.2. Other Offices |
1 | |||
ARTICLE II. MEETINGS OF STOCKHOLDERS |
1 | |||
2.1. Place of Meetings |
1 | |||
2.2. Annual Meeting |
1 | |||
2.3. Special Meeting |
2 | |||
2.4. Notice of Stockholders Meetings; Affidavit of Notice |
2 | |||
2.5. Advance Notice of Stockholder Nominees and Other Stockholder Proposals |
3 | |||
2.6. Quorum |
4 | |||
2.7. Adjourned Meeting; Notice |
4 | |||
2.8. Organization; Conduct of Business |
4 | |||
2.9. Voting |
5 | |||
2.10. Waiver of Notice |
5 | |||
2.11. Record Date for Stockholder Notice; Voting |
5 | |||
2.12. Proxies |
6 | |||
ARTICLE III. DIRECTORS |
6 | |||
3.1. Powers |
6 | |||
3.2. Number of Directors |
6 | |||
3.3. Election, Qualification and Term of Office of Directors |
7 | |||
3.4. Resignation and Vacancies |
7 | |||
3.5. Place of Meetings; Meetings by Telephone |
8 | |||
3.6. Regular Meetings |
8 | |||
3.7. Special Meetings; Notice |
8 | |||
3.8. Quorum |
9 | |||
3.9. Waiver of Notice |
9 | |||
3.10. Board Action by Written Consent Without a Meeting |
9 | |||
3.11. Fees and Compensation of Directors |
10 | |||
3.12. Approval of Loans to Officers |
10 | |||
3.13. Removal of Directors |
10 | |||
3.14. Chairman of the Board of Directors |
11 |
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ARTICLE IV. COMMITTEES |
11 | |||
4.1. Committees of Directors |
11 | |||
4.2. Committee Minutes |
11 | |||
4.3. Meetings and Action of Committees |
12 | |||
ARTICLE V. OFFICERS |
12 | |||
5.1. Officers |
12 | |||
5.2. Appointment of Officers |
12 | |||
5.3. Subordinate Officers |
12 | |||
5.4. Removal and Resignation of Officers |
12 | |||
5.5. Vacancies in Offices |
13 | |||
5.6. Chief Executive Officer |
13 | |||
5.7. President |
13 | |||
5.8. Vice Presidents |
13 | |||
5.9. Secretary |
13 | |||
5.10. Chief Financial Officer |
14 | |||
5.11. Representation of Shares of Other Corporations |
14 | |||
5.12. Authority and Duties of Officers |
14 | |||
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS |
15 | |||
6.1. Indemnification of Directors and Officers |
15 | |||
6.2. Indemnification of Others |
15 | |||
6.3. Payment of Expenses in Advance |
15 | |||
6.4. Indemnity Not Exclusive |
15 | |||
6.5. Insurance |
16 | |||
6.6. Conflicts |
16 | |||
ARTICLE VII. RECORDS AND REPORTS |
16 | |||
7.1. Maintenance and Inspection of Records |
16 | |||
7.2. Inspection by Directors |
17 | |||
ARTICLE VIII. GENERAL MATTERS |
17 | |||
8.1. Checks |
17 | |||
8.2. Execution of Corporate Contracts and Instruments |
17 | |||
8.3. Stock Certificates; Partly Paid Shares |
17 | |||
8.4. Special Designation on Certificates |
18 | |||
8.5. Lost Certificates |
18 | |||
8.6. Construction; Definitions |
19 |
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8.7. Dividends |
19 | |||
8.8. Fiscal Year |
19 | |||
8.9. Seal |
19 | |||
8.10. Transfer of Stock |
19 | |||
8.11. Stock Transfer Agreements |
19 | |||
8.12. Registered Stockholders |
20 | |||
8.13. Facsimile Signatures |
20 | |||
ARTICLE IX. AMENDMENTS |
20 |
iii
AMENDED AND RESTATED
BYLAWS
OF
CYCLACEL PHARMACEUTICALS, INC.
BYLAWS
OF
CYCLACEL PHARMACEUTICALS, INC.
ARTICLE I
CORPORATE OFFICES
CORPORATE OFFICES
1.1. Registered Office.
The address of the Corporations registered office in the State of Delaware is 1209 Orange
Street, Wilmington, County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
1.2. Other Offices.
The Board of Directors may at any time establish other offices at any place or places where
the Corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
MEETINGS OF STOCKHOLDERS
2.1. Place of Meetings.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware,
designated by the Board of Directors. In the absence of any such designation, stockholders
meetings shall be held at the registered office of the Corporation.
2.2. Annual Meeting.
(a) The annual meeting of stockholders shall be held each year on a date and at a time
designated by resolution of the Board of Directors. At the meeting, directors shall be elected and
any other proper business may be transacted.
(b) Nominations of persons for election to the Board of Directors of the Corporation and the
proposal of business to be transacted by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporations notice with respect to such meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of the notice provided for in this Section 2.2, who is
entitled to vote at the meeting and who has complied with the notice procedures set forth in this
Section 2.2.
(c) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (b) of this Section 2.2, the stockholder must
have given timely notice thereof in writing to the secretary of the Corporation, as provided in
Section 2.5, and such business must be a proper matter for stockholder action under the General
Corporation Law of Delaware.
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(d) Only such business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in these Bylaws. The
chairman of the meeting shall determine whether a nomination or any business proposed to be
transacted by the stockholders has been properly brought before the meeting and, if any proposed
nomination or business has not been properly brought before the meeting, the chairman shall declare
that such proposed business or nomination shall not be presented for stockholder action at the
meeting.
(e) Nothing in this Section 2.2 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporations proxy statement pursuant to Rule 14a-8 under
the Exchange Act.
2.3. Special Meeting.
(a) A special meeting of the stockholders may be called at any time by the Board of Directors,
the chairman of the board or the president.
(b) Only such business shall be conducted at a special meeting of the stockholders as shall
have been brought before the meeting pursuant to the Corporations notice of meeting.
(c) Nominations of persons for election to the Board of Directors may be made at a special
meeting of stockholders, if such election is set forth in the notice of such special meeting. Such
nominations may be made either by or at the direction of the Board of Directors, or by any
stockholder of record entitled to vote at such special meeting, provided the stockholder follows
the notice procedures set forth in Section 2.5.
(d) Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder with respect to matters set forth in this Section 2.3.
2.4. Notice of Stockholders Meetings; Affidavit of Notice.
(a) All notices of meetings of stockholders shall be in writing and shall be sent or otherwise
given in accordance with this Section 2.4 of these Bylaws not less than 10 nor more than 60 days
before the date of the meeting to each stockholder entitled to vote at such meeting (or such longer
or shorter time as is required by Section 2.5 of these Bylaws, if applicable). The notice shall
specify the place (if any), date, and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Written notice of any meeting of
stockholders, if mailed, is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the Corporation. Without
limiting the manner by which notice otherwise may be given effectively to stockholders, any notice
to stockholders may be given by electronic mail or other electronic transmission, in the manner
provided in Section 232 of the Delaware General Corporation Law. An affidavit of the secretary or
an assistant secretary or of the transfer agent of the Corporation that the notice has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
2
(b) If a special meeting is called by stockholders representing the percentage of the total
votes outstanding designated in Section 2.3(a), the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally, or sent by registered mail or by facsimile transmission to the
chairman of the board, the president, any vice president, or the secretary of the corporation. No
business may be transacted at such special meeting otherwise than specified in such request. The
officer receiving the request shall cause notice to be promptly given to the stockholders entitled
to vote, in accordance with the provisions of this Section 2.4, that a meeting will be held at the
time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days
after the receipt of the request. If the notice is not given within 20 days after the receipt of
the request, the person or persons requesting the meeting may give the notice. Nothing contained in
this Section 2.4(b) shall be construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held.
2.5. Advance Notice of Stockholder Nominees and Other Stockholder Proposals.
Only persons who are nominated in accordance with the procedures set forth in this Section 2.5
shall be eligible for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the
Board of Directors or by any stockholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in this Section 2.5.
Such nominations, other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the secretary of the Corporation. Stockholders may
bring other business before the annual meeting, provided that timely notice is provided to the
secretary of the Corporation in accordance with this section, and provided further that such
business is a proper matter for stockholder action under the General Corporation Law of Delaware.
To be timely, a stockholders notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 90 days nor more than 120 days prior to the
anniversary date of the prior years meeting; provided, however, that in the event that (i) the
date of the annual meeting is more than 30 days prior to or more than 60 days after such
anniversary date, and (ii) less than 60 days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made. Such stockholders
notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election
or re-election as a directors, (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the class and number of
shares of the Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (including, without limitation, such persons written consent
to being name in the proxy statement as a nominee and to serving as a director if elected); (b) as
to any other business that the stockholder proposes to bring before the meeting, a brief
description of such business, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the proposal is made (i) the name and address of the stockholder, as
they appear on the Corporations books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned of record by such
3
stockholder and beneficially by such beneficial owner. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a director shall furnish
to the secretary of the Corporation that information required to be set forth in a stockholders
notice of nomination which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures set forth in this
Section 2.5. The chairman of the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws,
and if he or she should so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 2.5, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder with respect to matters set forth in this Section 2.5.
2.6. Quorum.
The holders of a majority of the shares of stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. Where a separate vote by a class or series or classes or series is
required, a majority of the outstanding shares of such class or series or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on the matter. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a
majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have
power to adjourn the meeting to another place (if any), date or time.
2.7. Adjourned Meeting; Notice.
When a meeting is adjourned to another place (if any), date or time, unless these Bylaws
otherwise require, notice need not be given of the adjourned meeting if the time and place (if
any), thereof and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present and vote at such adjourned meeting, are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact
any business that might have been transacted at the original meeting. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the place (if any), date and time of the adjourned meeting and the means of
remote communications, if any, by which stockholders and proxyholders may be deemed to be present
in person and vote at such adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
2.8. Organization; Conduct of Business.
(a) Such person as the Board of Directors may have designated or, in the absence of such a
person, the President of the Corporation or, in his or her absence, such person as may be chosen by
the holders of a majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as Chairman of the meeting. In
the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such
person as the Chairman of the meeting appoints.
4
(b) The Chairman of any meeting of stockholders shall determine the order of business and the
procedure at the meeting, including the manner of voting and the conduct of business. The date and
time of opening and closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting.
2.9. Voting.
(a) The stockholders entitled to vote at any meeting of stockholders shall be determined in
accordance with the provisions of Section 2.11 of these Bylaws, subject to the provisions of
Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).
(b) Except as may be otherwise provided in the Certificate of Incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such stockholder.
(c) The Corporation may, and to the extent required by law, shall, in advance of any meeting
of stockholders, appoint one or more inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the
person presiding at the meeting may, and to the extent required by law, shall, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the discharge of 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. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.
(d) All elections shall be determined by a plurality of the votes cast, and except as
otherwise required by law, all other matters shall be determined by a majority of the votes cast
affirmatively or negatively.
2.10. Waiver of Notice.
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, or waiver by electronic mail or other electronic transmission by
such person, whether before or after the time stated therein, shall be deemed equivalent to notice.
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.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice, or any waiver of notice by
electronic transmission, unless so required by the Certificate of Incorporation or these Bylaws.
5
2.11. Record Date for Stockholder Notice; Voting.
In order that the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other
action. If the Board of Directors does not so fix a record date:
(a) The record date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the day on which notice
is given, or, if notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.
(b) The record date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting, if such adjournment is for thirty (30)
days or less; provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
2.12. Proxies.
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or
persons to act for such stockholder by an instrument in writing or by an electronic transmission
permitted by law filed with the secretary of the Corporation, but no such proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholders name is placed on the proxy (whether by manual
signature, typewriting, electronic or telegraphic transmission or otherwise) by the stockholder or
the stockholders attorney-in-fact. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of
Delaware.
ARTICLE III
DIRECTORS
DIRECTORS
3.1. Powers.
Subject to the provisions of the General Corporation Law of Delaware and any limitations in
the Certificate of Incorporation or these Bylaws relating to action required to be approved by the
stockholders or by the outstanding shares, the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised by or under the direction of the Board of
Directors.
6
3.2. Number of Directors.
The number of directors constituting the entire Board of Directors shall be not less than one
(1) nor more than (9).
Thereafter, this number may be changed by a resolution of the Board of Directors or of the
stockholders, subject to Section 3.4 of these Bylaws. No reduction of the authorized number of
directors shall have the effect of removing any director before such directors term of office
expires.
3.3. Election, Qualification and Term of Office of Directors.
Except as provided in Section 3.4 of these Bylaws, and unless otherwise provided in the
Certificate of Incorporation, directors shall be elected at each annual meeting of stockholders to
hold office until the next annual meeting. Directors need not be stockholders unless so required by
the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be
prescribed. Each director, including a director elected to fill a vacancy, shall hold office until
his or her successor is elected and qualified or until his or her earlier resignation or removal.
Unless otherwise specified in the Certificate of Incorporation, elections of directors need
not be by written ballot.
3.4. Resignation and Vacancies.
Any director may resign at any time upon written notice to the attention of the secretary of
the Corporation. When one or more directors so resigns and the resignation is effective at a future
date, a majority of the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold office as provided in
this section in the filling of other vacancies. Unless otherwise provided in the Certificate of
Incorporation, and subject to the rights of the holders of any series of Preferred Stock that may
then be outstanding, a vacancy created by the removal of a director by the vote of the stockholders
or by court order may be filled only by the affirmative vote of a majority of the shares
represented and voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute a majority of the quorum. Each director so elected shall hold office
until the next annual meeting of the stockholders and until a successor has been elected and
qualified.
Unless otherwise provided in the Certificate of Incorporation or these Bylaws:
(a) Vacancies and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders having the right to vote as a single class
may be filled by a majority of the directors then in office, although less than a quorum, or by a
sole remaining director.
(b) Whenever the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by a majority of the
directors elected by such class or classes or series thereof then in office, or by a sole remaining
director so elected.
7
If at any time, by reason of death or resignation or other cause, the Corporation should have
no directors in office, then any officer or any stockholder or an executor, administrator, trustee
or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person
or estate of a stockholder, may call a special meeting of stockholders in accordance with the
provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211 of the General
Corporation Law of Delaware.
If, at the time of filling any vacancy or any newly created directorship, the directors then
in office constitute less than a majority of the whole Board of Directors (as constituted
immediately prior to any such increase), then the Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the directors chosen by the
directors then in office as aforesaid, which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as far as applicable.
3.5. Place of Meetings; Meetings by Telephone.
The Board of Directors of the Corporation may hold meetings, both regular and special, either
within or outside the State of Delaware. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors, or any committee,
by means of conference telephone or other 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 the meeting.
3.6. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by the Board of Directors.
3.7. Special Meetings; Notice.
Special meetings of the board of directors for any purpose or purposes may be called at any
time by the chairman of the board, the president, any vice president, the secretary or any two
directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone
to each director or sent by first-class mail, facsimile, electronic transmission or telegram,
charges prepaid, addressed to each director at that directors address as it is shown on the
records of the Corporation. If the notice is mailed, it shall be deposited in the United States
mail at least four (4) days before the time of the holding of the meeting. If the notice is
delivered personally, or by facsimile, electronic transmission or telegram, it shall be delivered
at least 24 hours before the time of the holding of the meeting, or on such shorter notice as the
person or persons calling such meeting may deem necessary and appropriate in the circumstances. Any
oral notice given personally or by telephone may be communicated either to the director or to a
person at the office of the director who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not specify the purpose of the
meeting. The notice need not specify the place of the meeting, if the meeting is to be held at the
principal executive office of the Corporation.
8
3.8. Quorum.
At all meetings of the Board of Directors, a majority of the total number of directors shall
constitute a quorum for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the Certificate of Incorporation.
If a quorum is not present at any meeting of the Board of Directors, then the directors present
thereat may adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.
3.9. Waiver of Notice.
Whenever notice is required to be given under any provision of the General Corporation Law of
Delaware or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, or waiver by electronic mail or other electronic transmission by
such person, whether before or after the time stated therein, shall be deemed equivalent to notice.
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.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation or these Bylaws.
3.10. Board Action by Written Consent Without a Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 of Directors 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 of Directors or committee. Written consents representing actions taken
by the board or committee may be executed by telex, telecopy or other facsimile transmission, or by
electronic mail or other electronic transmission, and such facsimile or electronic transmission
shall be valid and binding to the same extent as if it were an original. If the minutes of the
board or committee are maintained in paper form, consents obtained by electronic transmission shall
be reduced to written form and filed with such minutes.
Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted
or used in lieu of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.
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3.11. Fees and Compensation of Directors.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of directors. No such compensation shall
preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor.
3.12. Approval of Loans to Officers.
The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any
officer or other employee of the Corporation or of its subsidiary, including any officer or
employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation.
The loan, guaranty or other assistance may be with or without interest and may be unsecured, or
secured in such manner as the Board of Directors shall approve, including, without limitation, a
pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any
statute.
3.13. Removal of Directors.
On or prior to the date on which the Corporation first provides notice of an annual meeting of
the stockholders following the Effective Time, the Board of Directors of the Corporation shall
divide the directors into three classes, as nearly equal in number as reasonably possible,
designated Class I, Class II and Class III, respectively. Directors shall be assigned to each class
in accordance with a resolution or resolutions adopted by the Board of Directors. At the first
annual meeting of stockholders or any special meeting in lieu thereof following the Effective Time,
the terms of the Class I directors shall expire and Class I directors shall be elected for a full
term of three years. At the second annual meeting of stockholders or any special meeting in lieu
thereof following the Effective Time, the terms of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the third annual meeting of
stockholders or any special meeting in lieu thereof following the Effective Time, the terms of the
Class III directors shall expire and Class III directors shall be elected for a full term of three
years. At each succeeding annual meeting of stockholders or special meeting in lieu thereof,
directors elected to succeed the directors of the class whose terms expire at such meeting shall be
elected for a full term of three years.
Prior to the Effective Time, the provisions of the preceding paragraph shall not apply, and
all directors shall be elected at each annual meeting of stockholders or any special meeting in
lieu thereof to hold office until the next annual meeting or special meeting in lieu thereof.
Notwithstanding the foregoing provisions of this Section 3.13, each director shall serve until
his or her successor is duly elected and qualified or until his or her death, resignation, or
removal. No decrease in the number of directors constituting the Board of Directors shall shorten
the term of any incumbent director.
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Any vacancies on the Board of Directors resulting from death, resignation, disqualification,
removal, or other causes shall be filled by either (i) the affirmative vote of the holders of a
majority of the voting power of the then-outstanding shares of voting stock of the Corporation
entitled to vote generally in the election of directors (the Voting Stock) voting together as a
single class; or (ii) by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Subject to the rights of any
series of Preferred Stock then outstanding, newly created directorships resulting from any increase
in the number of directors shall, unless the Board of Directors determines by resolution that any
such newly created directorship shall be filled by the stockholders, be filled only by the
affirmative vote of the directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of directors in which
the new directorship was created or the vacancy occurred and until such directors successor shall
have been elected and qualified. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such directors term of office.
3.14. Chairman of the Board of Directors.
The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the
Board of Directors who shall not be considered an officer of the Corporation.
ARTICLE IV
COMMITTEES
COMMITTEES
4.1. Committees of Directors.
The Board of Directors may designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The Board may designate 1 or more directors as
alternate members of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member. Any such committee, to
the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and
may exercise all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the power or authority
in reference to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the General Corporate Law of Delaware to
be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the
corporation.
No reduction of the authorized number of directors shall have the effect of removing any
director prior to the expiration of such directors term of office.
4.2. Committee Minutes.
Each committee shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.
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4.3. Meetings and Action of Committees.
Meetings and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of Section 3.5 (place of meetings and meetings by telephone), Section 3.6
(regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes
in the context of such provisions as are necessary to substitute the committee and its members for
the Board of Directors and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the Board of Directors or by resolution of the
committee, that special meetings of committees may also be called by resolution of the Board of
Directors and that notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not inconsistent with the provisions of these
Bylaws.
ARTICLE V
OFFICERS
OFFICERS
5.1. Officers.
The officers of the Corporation shall be a chief executive officer, a president, a secretary,
and a chief financial officer (or in the absence of a Chief Financial Officer, the Vice President
of Finance). The Corporation may also have, at the discretion of the Board of Directors, one or
more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and any
such other officers as may be appointed in accordance with the provisions of Section 5.3 of these
Bylaws. Any number of offices may be held by the same person.
5.2. Appointment of Officers.
The officers of the Corporation, except such officers as may be appointed in accordance with
the provisions of Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of
Directors, subject to the rights, if any, of an officer under any contract of employment.
5.3. Subordinate Officers.
The Board of Directors may appoint, or empower the chief executive officer or the president to
appoint, such other officers and agents as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority, and perform such duties as are
provided in these Bylaws or as the Board of Directors may from time to time determine.
5.4. Removal and Resignation of Officers.
Subject to the rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by an affirmative vote of the majority of the
Board of Directors at any regular or special meeting of the Board of Directors or, except in
the case of an officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.
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Any officer may resign at any time by giving written notice to the attention of the secretary
of the Corporation. Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the Corporation under any contract to which the officer
is a party.
5.5. Vacancies in Offices.
Any vacancy occurring in any office of the Corporation shall be filled by the Board of
Directors.
5.6. Chief Executive Officer.
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the
chairman of the board, if any, the chief executive officer of the Corporation shall, subject to the
control of the Board of Directors, have general supervision, direction, and control of the business
and the officers of the Corporation. He or she shall preside at all meetings of the stockholders
and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of
Directors and shall have the general powers and duties of management usually vested in the office
of chief executive officer of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.
5.7. President.
Subject to such supervisory powers, if any, as may be given by the Board of Directors to the
chairman of the board (if any) or the chief executive officer, the president shall have general
supervision, direction, and control of the business and other officers of the Corporation. He or
she shall have the general powers and duties of management usually vested in the office of
president of a corporation and such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws.
5.8. Vice Presidents.
In the absence or disability of the chief executive officer and president, the vice
presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a
vice president designated by the Board of Directors, shall perform all the duties of the president
and when so acting shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the
president or the chairman of the board.
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5.9. Secretary.
The secretary shall keep or cause to be kept, at the principal executive office of the
Corporation or such other place as the Board of Directors may direct, a book of minutes of all
meetings and actions of directors, committees of directors, and stockholders. The minutes shall
show the time and place of each meeting, the names of those present at directors meetings or
committee meetings, the number of shares present or represented at stockholders meetings, and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the
Corporation or at the office of the Corporations transfer agent or registrar, as determined by
resolution of the Board of Directors, a share register, or a duplicate share register, showing the
names of all stockholders and their addresses, the number and classes of shares held by each, the
number and date of certificates evidencing such shares, and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the stockholders and
of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the
seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.
5.10. Chief Financial Officer.
The chief financial officer, or in the absence of the Chief Financial Officer, the Vice
President of Finance, shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital retained earnings, and shares. The books of account shall at all reasonable times be open
to inspection by any director.
The chief financial officer, or in the absence of the Chief Financial Officer, the Vice
President of Finance, shall deposit all moneys and other valuables in the name and to the credit of
the Corporation with such depositories as may be designated by the Board of Directors. He or she
shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall
render to the president, the chief executive officer, or the directors, upon request, an account of
all his or her transactions as chief financial officer and of the financial condition of the
Corporation, and shall have other powers and perform such other duties as may be prescribed by the
Board of Directors or the Bylaws.
5.11. Representation of Shares of Other Corporations.
The chairman of the board, the chief executive officer, the president, any vice president, the
chief financial officer, or in the absence of the Chief Financial Officer, the Vice President of
Finance, the secretary or assistant secretary of this Corporation, or any other person authorized
by the Board of Directors or the chief executive officer or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to
any and all shares of any other corporation or corporations standing in the name of this
Corporation. The authority granted herein may be exercised either by such person directly or by any
other person authorized to do so by proxy or power of attorney duly executed by the person having
such authority.
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5.12. Authority and Duties of Officers.
In addition to the foregoing authority and duties, all officers of the Corporation shall
respectively have such authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors or the stockholders.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
6.1. Indemnification of Directors and Officers.
The Corporation shall, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, indemnify each of its directors and officers against expenses
(including attorneys fees), judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the fact that such
person is or was an agent of the Corporation. For purposes of this Section 6.1, a director or
officer of the Corporation includes any person (a) who is or was a director or officer of the
Corporation, (b) who is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a
director or officer of a Corporation which was a predecessor corporation of the Corporation or of
another enterprise at the request of such predecessor corporation.
6.2. Indemnification of Others.
The Corporation shall have the power, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys fees), judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the Corporation. For purposes of this
Section 6.2, an employee or agent of the Corporation (other than a director or officer)
includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was
serving at the request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a
corporation which was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.
6.3. Payment of Expenses in Advance.
Expenses incurred in defending any action or proceeding for which indemnification is required
pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 following
authorization thereof by the Board of Directors shall be paid by the Corporation in advance of the
final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of
the indemnified party to repay such amount if it shall ultimately be determined,
by final judicial decision from which there is no further right to appeal, that the
indemnified party is not entitled to be indemnified as authorized in this Article VI.
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6.4. Indemnity Not Exclusive.
The indemnification provided by this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification may been titled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an official capacity and
as to action in another capacity while holding such office, to the extent that such additional
rights to indemnification are authorized in the Certificate of Incorporation.
6.5. Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.
6.6. Conflicts.
No indemnification or advance shall be made under this Article VI, except where such
indemnification or advance is mandated by law or the order, judgment or decree of any court of
competent jurisdiction, in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Certificate of Incorporation, these
Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of
the alleged cause of the action asserted in the proceeding in which the expenses were incurred or
other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving
a settlement.
ARTICLE VII
RECORDS AND REPORTS
RECORDS AND REPORTS
7.1. Maintenance and Inspection of Records.
The Corporation shall, either at its principal executive offices or at such place or places as
designated by the Board of Directors, keep a record of its stockholders listing their names and
addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as
amended to date, accounting books, and other records.
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Any stockholder of record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours for business to
inspect for any proper purpose the Corporations stock ledger, a list of its stockholders, and its
other books and records and to make copies or extracts therefrom. A proper purpose shall mean
a purpose reasonably related to such persons interest as a stockholder. In every instance where an
attorney or other agent is the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal place of business.
A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order for each class of stock and showing the address of each such stockholder and the
number of shares registered in each such stockholders name, shall be open to the examination of
any such stockholder for a period of at least ten (10) days prior to the meeting in the manner
provided by law. The stock list shall also be open to the examination of any stockholder during the
whole time of the meeting as provided by law. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
7.2. Inspection by Directors.
Any director shall have the right to examine the Corporations stockledger, a list of its
stockholders, and its other books and records for a purpose reasonably related to his or her
position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to
determine whether a director is entitled to the inspection sought. The Court may summarily order
the Corporation to permit the director to inspect any and all books and records, the stock ledger,
and the stock list and to make copies or extracts therefrom. The Court may, in its discretion,
prescribe any limitations or conditions with reference to the inspection, or award such other and
further relief as the Court may deem just and proper.
ARTICLE VIII
GENERAL MATTERS
GENERAL MATTERS
8.1. Checks.
From time to time, the Board of Directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other
evidences of indebtedness that are issued in the name of or payable to the Corporation, and only
the persons so authorized shall sign or endorse those instruments.
8.2. Execution of Corporate Contracts and Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute any instrument in
the name of and on behalf of the Corporation; such authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for
any amount.
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8.3. Stock Certificates; Partly Paid Shares.
The shares of the Corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every
holder of stock represented by certificates and upon request every holder of uncertificated shares
shall be entitled to have a certificate signed by, or in the name of the Corporation by the
chairman or vice-chairman of the Board of Directors, or the chief executive officer or the
president or vice-president, and by the chief financial officer or, in the absence of a Chief
Financial Officer, the Vice President of Finance, or an assistant treasurer, or the secretary or an
assistant secretary of the Corporation representing the number of shares registered in certificate
form. Any or all of the signatures on the certificate may be a 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 or she were such officer,
transfer agent or registrar at the date of issue.
The Corporation may issue the whole or any part of its shares as partly paid and subject to
call for the remainder of the consideration to be paid therefor. Upon the face or back of each
stock certificate issued to represent any such partly paid shares, upon the books and records of
the Corporation in the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration
of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid
shares of the same class, but only upon the basis of the percentage of the consideration actually
paid thereon.
8.4. Special Designation on Certificates.
If the Corporation is authorized to issue more than one class of stock or more than one series
of any class, then the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall issue to represent
such class or series of stock; provided, however, that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set
forth on the face or back of the certificate that the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
8.5. Lost Certificates.
Except as provided in this Section 8.5, no new certificates for shares shall be issued to
replace a previously issued certificate unless the latter is surrendered to the Corporation and
canceled at the same time. The Corporation may issue a new certificate of stock or uncertificated
shares in the place of any certificate previously issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed
certificate, or the owners legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or uncertificated
shares.
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8.6. Construction; Definitions.
Unless the context requires otherwise, the general provisions, rules of construction, and
definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term person includes both a corporation and a
natural person.
8.7. Dividends.
The directors of the Corporation, subject to any restrictions contained in (a) the General
Corporation Law of Delaware or (b) the Certificate of Incorporation, may declare and pay dividends
upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of
the Corporations capital stock.
The directors of the Corporation may set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose and may abolish any such
reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or
maintaining any property of the Corporation, and meeting contingencies.
8.8. Fiscal Year.
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and
may be changed by the Board of Directors.
8.9. Seal.
The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the
same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner
reproduced.
8.10. Transfer of Stock.
Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority
to transfer, it shall be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction in its books.
8.11. Stock Transfer Agreements.
The Corporation shall have power to enter into and perform any agreement with any number of
stockholders of any one or more classes of stock of the Corporation to restrict the
transfer of shares of stock of the Corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the General Corporation Law of Delaware.
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8.12. Registered Stockholders.
The Corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled
to hold liable for calls and assessments the person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of another person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
8.13. 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.
ARTICLE IX
AMENDMENTS
AMENDMENTS
The Bylaws of the Corporation may be adopted, amended or repealed by the stockholders entitled
to vote; provided, however, that the Corporation may, in its Certificate of Incorporation, confer
the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor limit their power
to adopt, amend or repeal Bylaws.
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