Exhibit 3.2
BYLAWS
OF
ANIKA THERAPEUTICS, INC.
(Adopted as ofJune 6, 2018)
TABLE OF CONTENTS
| | | Page |
| ARTICLE IMeetings of Stockholders | 1 |
| Section 1.1. | Annual Meetings | 1 |
| Section 1.2. | Special Meetings | 1 |
| Section 1.3. | Notice of Meetings | 1 |
| Section 1.4. | Adjournments | 1 |
| Section 1.5. | Quorum | 1 |
| Section 1.6. | Organization | 2 |
| Section 1.7. | Voting; Proxies | 2 |
| Section 1.8. | Fixing Date for Determination of Stockholders of Record | 2 |
| Section 1.9. | List of Stockholders Entitled to Vote | 3 |
| Section 1.10. | Action by Written or Electronic Consent of Stockholders | 3 |
| Section 1.11. | Inspectors of Election | 3 |
| Section 1.12. | Conduct of Meetings | 4 |
| Section 1.13. | Notice of Stockholder Business and Nominations | 4 |
| ARTICLE IIBoard | 7 |
| Section 2.1. | Number; Qualifications | 7 |
| Section 2.2. | Classification; Resignation; Vacancies | 8 |
| Section 2.3. | Removal | 8 |
| Section 2.4. | Regular Meetings | 8 |
| Section 2.5. | Special Meetings | 8 |
| Section 2.6. | Telephonic Meetings Permitted | 8 |
| Section 2.7. | Quorum; Vote Required for Action | 8 |
| Section 2.8. | Organization | 8 |
| Section 2.9. | Action by Unanimous Consent of Directors | 8 |
| Section 2.10. | Chair and Vice Chair of the Board | 9 |
| ARTICLE IIICommittees | 9 |
| Section 3.1. | Committees | 9 |
| Section 3.2. | Committee Rules | 9 |
| ARTICLE IVOfficers | 9 |
| Section 4.1. | Officers | 9 |
| Section 4.2. | Removal, Resignation and Vacancies | 9 |
| Section 4.3. | Chief Executive Officer | 10 |
| Section 4.4. | President | 10 |
| Section 4.5. | Chief Operating Officer | 10 |
| Section 4.6. | Chief Financial Officer | 10 |
| Section 4.7. | Vice Presidents | 10 |
| Section 4.8. | Treasurer | 10 |
| Section 4.9. | Secretary | 10 |
| Section 4.10. | Additional Matters | 11 |
| Section 4.11. | Execution of Contracts and Instruments | 11 |
| ARTICLE VStock | 11 |
| Section 5.1. | Certificates | 11 |
| Section 5.2. | Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates | 12 |
| ARTICLE VIIndemnification and Advancement of Expenses | 12 |
| Section 6.1. | Right to Indemnification | 12 |
| Section 6.2. | Prepayment of Expenses | 12 |
| Section6.3. | Claims | 12 |
| Section6.4. | Nonexclusivity of Rights | 12 |
| Section6.5. | Other Sources | 12 |
| Section6.6. | Amendment or Repeal | 13 |
| Section6.7. | Other Indemnification and Advancement of Expenses | 13 |
| ARTICLE VIIExclusive Forum 13 | |
| ARTICLE VIIIMiscellaneous 13 | |
| Section8.1. | Fiscal Year | 13 |
| Section8.2. | Seal | 13 |
| Section8.3. | Method of Notice | 13 |
| Section8.4. | Waiver of Notice | 14 |
| Section8.5. | Form of Records | 14 |
| Section8.6. | Amendment of Bylaws | 14 |
| Section8.7. | Registered Stockholders | 14 |
| Section8.8. | Facsimile Signature | 14 |
| Section8.9. | Interpretation | 14 |
ARTICLEI
Meetings ofStockholders
Section1.1.Annual Meetings. If required byapplicable law, an annual meeting ofstockholders shall be held forthe election of directorsat such date,time and place,if any, either within orwithout the State ofDelaware, as may be designated by resolution ofthe Board ofDirectors (the“Board”) ofAnika Therapeutics, Inc., aDelaware corporation (the“Corporation”) fromtime to time. Any other proper businessmay betransacted at the annual meeting.
Section1.2.Special Meetings. Special meetings ofstockholders forany purpose or purposes, unless otherwise prescribed bystatute or bythe Corporation’s certificate ofincorporation, as amended, restated,supplemented or otherwisemodified (the“Certificate ofIncorporation”), may becalled at any time bythe President or bythe Chairman ofthe Board. Business transacted at any special meeting ofstockholders shall belimited to the purposesstated in the notice.
Section1.3.Notice ofMeetings. Whenever stockholders are required or permittedto take any action at ameeting, a notice ofthe meeting shall be giventhat shall state the place,if any, dateand hour ofthe meeting, the means of remotecommunications, if any, bywhich stockholders and proxy holdersmay be deemedto be presentin personand voteat such meeting, the record date for determiningthe stockholders entitled to voteat the meeting (ifsuch dateis different fromthe record date forstockholders entitled to notice ofthe meeting) and, in the case of aspecial meeting, the purpose or purposes forwhich the meeting is called. Unless otherwise provided bylaw, the Certificate of Incorporation orthese Bylaws, the notice ofany meeting shall be given notless than ten normore than sixty days beforethe date ofthe meeting to each stockholder entitled to voteat the meeting as ofthe record date for determiningthe stockholders entitled to notice ofthe meeting. Ifmailed, such noticeshall be deemedto be givenwhen depositedin the United States mail, postage prepaid, directedto the stockholder at such stockholder’s address as it appears onthe records ofthe Corporation.
Section1.4.Adjournments. Any meeting ofstockholders, annual orspecial, may adjourn fromtime to time to reconveneat the same orsome other place,and notice need not be given ofany such adjourned meeting if the time andplacethereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any businessthat might have beentransacted at the originalmeeting. Ifthe adjournment is formore than thirty days, a notice ofthe adjourned meeting shall be givento each stockholder of recordentitled to voteat the meeting. Ifafter the adjournment a new record date for determination ofstockholders entitled to voteis fixed forthe adjourned meeting, the Board shall fixas the record date for determiningstockholders entitled to notice ofsuch adjourned meeting the sameoran earlier dateas thatfixed for determination ofstockholders entitled to voteat the adjourned meeting, and shall give notice ofthe adjourned meeting to each stockholder of recordas ofthe record dateso fixed for notice ofsuch adjourned meeting.
Section1.5.Quorum. Except as otherwise provided bylaw, the Certificate of Incorporation orthese Bylaws, at each meeting ofstockholders the presenceinperson or by proxy ofthe holders of notless than majority in voting power ofthe outstandingsharesofstock entitled to voteat the meeting shall be necessaryand sufficient to constitute a quorum. Inthe absence of a quorum,then either (a)the chairperson ofthe meeting or (b) amajority in voting power ofthe stockholders so present (in person or by proxy)and entitled to votemay adjourn the meeting fromtime to time in the manner providedinSection 1.4 ofthese Bylaws until a quorumshall attend. Shares ofitsownstock belongingto the Corporationorto another corporation, if amajorityofthe shares entitled to votein the election of directors ofsuch othercorporation is held, directly orindirectly, bythe Corporation, shall neither beentitled to vote nor becountedfor quorum purposes;provided, however,that the foregoingshallnotlimit the right ofthe Corporationorany subsidiary ofthe Corporation to votestock, including its ownstock,held byit in a fiduciarycapacity.
Section1.6.Organization. Meetings ofstockholders shall be presided over bythe Chief Executive Officer or,in his or herabsence, bythe President or,in his or herabsence, by aVice President or,in the absence ofthe foregoing persons, by achairperson designated bythe Board or,in the absence ofsuch designation, by achairperson chosen at the meeting. The Secretary shall act as secretary ofthe meeting, butin his or herabsence the chairperson ofthe meeting may appoint any personto act as secretary ofthe meeting.
Section1.7.Voting; Proxies. Except as otherwise provided by or pursuantto the provisions ofthe Certificate of Incorporation,each stockholder entitled to voteat any meeting ofstockholders shall beentitled to one vote foreach share ofstock held bysuch stockholder that has voting power uponthe matter in question.Each stockholder entitled to voteat ameeting ofstockholders may authorize another person or personsto act forsuch stockholder by proxy, but nosuch proxyshall be voted oracted uponafter three years fromits date, unlessthe proxy provides for alonger period. A proxyshall beirrevocable if it states that it is irrevocable and if, and onlyas long as, it is coupled with an interest sufficient in law to support an irrevocable power. Astockholder may revokeany proxythat is notirrevocable byattending the meeting and votingin person or by deliveringto the Secretary ofthe Corporation a revocation ofthe proxy or a new proxy bearing alater date.Voting at meetings ofstockholders need not be bywritten ballot.At meetings ofstockholders forthe election of directorsat which a quorumis presentwhere the number of director nomineesis equal to the number of positions onthe Board to be filledthrough election and proxiesare solicited forsuch election of directorssolely bythe Corporation, the affirmative vote of amajority in voting power ofthe shares ofstock ofthe Corporation that are votingin the election of directorsshall be requiredto elect. Inall othermeetings ofstockholders forthe election of directorsat which a quorumis present, a plurality ofthe votescast shall besufficient to elect. All other questions presentedto the stockholders at ameeting at which a quorumis presentshall, unless otherwise provided bythe Certificate of Incorporation,these Bylaws, the rules or regulations ofany stock exchange applicable to the Corporation, orapplicable law or pursuantto any regulationapplicable to the Corporation orits securities, be decided bythe affirmative vote ofthe holders of amajority in voting power ofthe shares ofstock ofthe Corporation that arevoting onthe matter.
Section1.8.Fixing Date forDetermination ofStockholders ofRecord.
(a) In orderthat the Corporation may determinethe stockholders entitled to notice ofany meeting ofstockholdersorany adjournment thereof, the Board may fix a record date,whichrecord dateshall not precedethe date uponwhich the resolution fixingthe record dateis adopted bythe Board, and whichrecord dateshall, unless otherwise required bylaw,not bemore than sixty norless than tendays beforethedate ofsuch meeting.Ifthe Board sofixes a date,such dateshall also bethe record date for determiningthe stockholders entitled to voteat such meeting unlessthe Board determines,at the time itfixessuchrecord date,thatalater date on or beforethe date ofthe meeting shall bethe date formaking such determination. If no record dateisfixed bythe Board, the record date for determiningstockholders entitled to notice of orto voteatameeting ofstockholders shall beat the close of business onthe day next precedingthe day onwhich noticeis given, or,if noticeis waived, at the close of business onthe day next precedingtheday onwhich the meeting is held. A determination ofstockholdersof recordentitled to notice of ortovoteat ameeting ofstockholders shall apply to any adjournment ofthe meeting,provided, however,that the Board may fix a new record date for determination ofstockholders entitled tovoteat the adjourned meeting, and in such case shall also fixas the record date forstockholders entitled to notice ofsuch adjourned meeting the same oran earlier dateas that fixed for determination ofstockholders entitled to votein accordance herewithat the adjourned meeting.
(b) In orderthat the Corporation may determinethe stockholders entitled to receive payment ofany dividend or other distribution orallotment ofany rights, orentitled to exercise any rightsin respect ofany change, conversion orexchange ofstock or forthe purpose ofany otherlawful action, the Board may fix a record date,which shall not bemore than sixty days priorto such otheraction. If nosuch record dateis fixed,the record date for determiningstockholders forany such purposeshall beat the close of business onthe day onwhich the Board adopts the resolution relatingthereto.
Section1.9.List ofStockholders Entitled to Vote. The officerwhohascharge ofthe stock ledger shallprepareand make, at least ten days beforeevery meeting ofstockholders, acomplete list ofthe stockholders entitled to voteat the meeting (provided, however,if the record date for determiningthe stockholders entitled to voteis less than ten days beforethedate ofthe meeting, the list shall reflectthe stockholders entitled to voteas ofthe tenth day beforethe meeting date),arranged in alphabetical order,and showing the address ofeach stockholder and the number ofshares registeredin the name ofeach stockholder. Such list shall be opento the examinationofany stockholder, foranypurpose germaneto the meeting at least ten days priorto the meeting (a) on a reasonablyaccessible electronic network, providedthat the information requiredto gainaccess to such list is providedwith the notice ofmeetingor (b) during ordinary business hoursat the principal place of business ofthe Corporation. Ifthe meeting is to be heldat a place,then alistofstockholders entitled to voteat the meeting shall be producedand keptat the time and place ofthe meeting duringthe whole time thereof and may beexamined byany stockholder who is present. Ifthe meeting is to be heldsolelybymeans of remotecommunication, then the list shall also be opento the examination ofany stockholder duringthe whole time ofthe meeting on a reasonablyaccessible electronic network,and the information requiredto access such list shall be providedwith the notice ofthe meeting. Except as otherwise provided bylaw, the stock ledger shall bethe onlyevidence as to who are the stockholders entitled to examine the list ofstockholders required bythisSection 1.9 ortovotein person or by proxyat any meetingofstockholders.
Section1.10.Action byWritten orElectronic Consent ofStockholders. The stockholders ofthe Corporation may nottake any action bywritten orelectronic consent ofstockholders to action without ameeting.
Section1.11.Inspectors ofElection. The Corporation shall, in advance ofany meeting ofstockholders, appoint one ormore inspectors ofelection, who may beemployees ofthe Corporation, to act at the meeting orany adjournment thereof and to make awrittenreportthereof. The Corporation may designate one ormorepersonsas alternate inspectors to replaceany inspector who failsto act. Inthe event that noinspector so appointed or designatedis able to act at ameeting ofstockholders, the person presidingat the meeting shall appoint one ormore inspectors to act at the meeting. Each inspector, beforeenteringuponthedischarge of his or her duties,shall take and sign an oathto execute faithfullythe duties ofinspector with strict impartiality and according to the best of his or herability. The inspectororinspectors so appointed or designatedshall(a)ascertain the number ofshares ofcapital stock ofthe Corporation outstandingand the voting power ofeach such share, (b) determinethe shares ofcapital stock ofthe Corporation representedat the meeting and the validity of proxiesand ballots, (c)count all votesand ballots, (d) determineandretain for a reasonable period a record ofthe disposition ofany challenges made to any determination bythe inspectors, and (e)certify their determination ofthe number ofsharesofcapital stock ofthe Corporationrepresentedat the meeting and such inspectors' count ofallvotesand ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.
Section1.12.Conduct ofMeetings. The dateand time ofthe openingand the closing ofthe polls foreach matter uponwhich the stockholders will voteat ameeting shall beannounced at the meeting bythe person presiding overthe meeting. The Board may adopt by resolutionsuch rulesand regulations forthe conduct ofthe meeting ofstockholders as it shall deemappropriate. Except to the extent inconsistent with such rulesand regulationsas adopted bythe Board, the person presiding overany meeting ofstockholders shall havethe rightand authority to convene and (forany or no reason)to adjourn the meeting, to prescribesuch rules, regulationsand proceduresand to doall such acts as, in the judgment ofsuch presiding person,are appropriate forthe properconduct ofthe meeting. Such rules, regulations or procedures,whether adopted bythe Board or prescribed bythe presiding person ofthe meeting, may include the following: (a)the establishment ofan agenda or order of business forthe meeting; (b) rulesand procedures formaintaining orderat the meeting and the safety ofthose present; (c)limitations onattendance at or participationin the meeting to stockholders entitled to voteat the meeting, their dulyauthorized and constituted proxies orsuch other personsas the presiding person ofthe meeting shall determine; (d) restrictions onentry to the meeting after the time fixed forthe commencement thereof; and
(e) limitations onthe time allotted to questions orcomments by participants.The presiding personat any meeting ofstockholders, in addition to making any other determinationsthat may beappropriate to the conduct ofthe meeting, shall, if the factswarrant, determineand declareto the meeting that amatter or businesswas not properly brought beforethe meeting and if such presiding personshould so determine,such presiding personshall so declareto the meeting and any such matter or business not properly brought beforethe meeting shall not betransacted orconsidered. Unless and to the extent determined bythe Board orthe person presiding overthe meeting, meetings ofstockholders shall not be requiredto be heldin accordance with the rules of parliamentary procedure.
Section1.13.Notice ofStockholder Business and Nominations.
(a) Annual Meetings of Stockholders.
(i) Nominations of persons forelection to the Board ofthe Corporation and the proposal of other businessto beconsidered bythe stockholders may bemade at an annual meeting ofstockholders only (A) pursuantto the Corporation’s notice ofmeeting (orany supplement thereto), (B) by orat the direction ofthe Board orany committee thereof or
(C) byany stockholder ofthe Corporation who was astockholder of record ofthe Corporation at the time the notice provided forin thisSection 1.13is deliveredto the Secretary ofthe Corporation, who is entitled to voteat the meeting and who complies with the notice proceduresset forthin thisSection 1.13.
(ii) For any nominations or other businesstobe properly brought beforean annual meeting by astockholderpursuantto clause (C) of paragraph (a)(i) ofthisSection 1.13,the stockholder must have giventimelynoticethereof in writing to the Secretary ofthe Corporation and any such proposed business (otherthan the nominations of persons forelection to the Board) must constitute a propermatterforstockholder action. To betimely,astockholder's noticeshall be deliveredto the Secretary at the principalexecutiveoffices ofthe Corporation notlater than the close of business onthe ninetieth day, norearlier than the close of business onthe one hundredtwentiethday, priorto the firstanniversaryofthe preceding year'sannual meeting(provided, however,that in the event that noannual meeting was heldin the previous year orif the date ofthe annual meeting is more than thirty days before ormore than seventy daysafter such anniversary date, notice bythe stockholder must beso delivered notearlier than the close of business onthe one hundredtwentiethday priorto such annual meeting and notlater than the close of business onthe later oftheninetieth day priorto such annual meeting orthe tenth day followingthe day onwhichpublicannouncement ofthe date ofsuch meeting is firstmadebythe Corporation). In noevent shall the publicannouncementofan adjournment or postponement ofan annual meeting commence a newtime period (orextend any time period) forthe giving of astockholder'snoticeas describedabove. Such stockholder'snoticeshall set forth: (A)as to eachpersonwhom the stockholder proposestonominate forelection as a director (I)all information relatingto such personthat is requiredto be disclosedin solicitationsof proxies forelection of directorsin an election contest, oris otherwise required,in each case pursuantto and in accordance with Section 14(a) ofthe Securities Exchange Act of 1934,as amended (the“Exchange Act”), and therulesand regulations promulgatedthereunder and(II)such person'swritten consent to being namedin the proxystatement as a nomineeand to serving as a directorif elected; (B)as to any other businessthat the stockholder proposesto bring beforethe meeting, a brief description ofthe business desiredtobe brought beforethe meeting, the text oftheproposal or business (includingthe text ofanyresolutions proposed forconsideration and in the event that such businessincludesa proposalto amend the Bylaws ofthe Corporation, the language ofthe proposedamendment), the reasons forconducting such businessat the meeting and any material interest in such business ofsuch stockholder and the beneficial owner,if any, onwhose behalfthe proposalis made; and (C)as to the stockholder givingthe noticeand the beneficial owner,if any, onwhose behalfthenomination or proposalis made (I)thenameand address ofsuch stockholder, as they appear onthe Corporation’s books,andofsuch beneficial owner, (II)the classorseries and number ofshares ofcapital stockofthe Corporation which areowned beneficiallyandof record bysuch stockholder and such beneficial owner, (III) a description ofany agreement, arrangementor understandingwith respectto thenomination or proposal between oramong such stockholder and/or such beneficial owner,any oftheir respectiveaffiliatesorassociates, and any othersacting in concert with any ofthe foregoing,including, in the case of a nomination,the nominee, (IV) a description ofany agreement, arrangement or understanding (includingany derivative orshortpositions, profitinterests, options,warrants, convertible securities, stock appreciation orsimilar rights, hedgingtransactions, and borrowed orloaned shares) that has beenentered into as ofthe date ofthe stockholder'snotice by, or on behalf of,such stockholder and such beneficial owners,whetheror notsuch instrument or rightshallbesubject to settlement in underlyingsharesofcapital stock ofthe Corporation, the effect orintent ofwhich is to mitigate loss to, manage risk or benefit ofshare pricechangesfor, orincrease or decreasethe voting power of,such stockholder orsuch beneficial owner,with respectto securitiesofthe Corporation, (V) a representationthat the stockholder is a holder of record ofstock ofthe Corporation entitled to voteat such meeting and intends to appear in person or by proxyat the meeting to proposesuchbusiness or nomination, (VI) a representationwhether the stockholder orthebeneficial owner,if any, intends orispart of a groupthat intends (x)todeliver a proxystatement and/or form of proxytoholders ofat least the percentage ofthe Corporation’s outstandingcapital stock requiredto approveoradopt the proposal orelect the nomineeand/or (y) otherwiseto solicit proxies or votes fromstockholders in support ofsuchproposal or nomination,and (VII)anyotherinformation relatingto such stockholder and beneficial owner,if any, requiredtobe disclosedin a proxystatement or other filings requiredto bemade in connection with solicitations of proxies for,as applicable, the proposaland/orforthe election of directorsin an election contest pursuantto and in accordance with Section 14(a) ofthe Exchange Act and the rulesand regulations promulgatedthereunder. The foregoing notice requirements ofthisSection 1.13shallbe deemedsatisfiedby astockholder with respectto business otherthana nominationif the stockholder has notifiedthe Corporation of his, her orits intention to present a proposalat an annual meeting in compliance with applicable rulesand regulations promulgated underthe Exchange Act and such stockholder's proposal has beenincluded in a proxystatement that has been prepared bythe Corporation to solicit proxies forsuch annual meeting. The Corporation may requireany proposed nomineeto furnishsuch otherinformation as the Corporation mayreasonably requireto determinethe eligibility ofsuch proposed nomineeto serve as a director ofthe Corporation.
(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) ofthisSection 1.13to the contrary, in the event that the number of directorsto beelected to the Boardofthe Corporation at the annual meeting is increased effective after the time period forwhich nominationswould otherwise be due under paragraph (a)(ii) ofthisSection 1.13and there is no publicannouncement bythe Corporation namingthe nominees forthe additional directorshipsat least one hundred days priorto the firstanniversary ofthe preceding year’sannual meeting, astockholder's notice required bythisSection 1.13shall also beconsidered timely, but onlywith respectto nominees forthe additional directorships,if it shall be deliveredto the Secretary at the principalexecutive offices ofthe Corporation notlater than the close of business onthe tenth day followingthe day onwhich such publicannouncement is firstmade bythe Corporation.
(b) Special Meetings of Stockholders.Only such businessshall beconducted at aspecial meeting ofstockholders as shall have been brought beforethe meeting pursuantto the Corporation’s notice ofmeeting. Nominations of persons forelection to the Board may bemade at aspecial meeting ofstockholders at which directorsare to beelected pursuantto the Corporation’s notice ofmeeting (i) by orat the direction ofthe Board orany committee thereof or
(ii) providedthat the Board has determinedthat directorsshall beelected at such meeting, byany stockholder ofthe Corporation who is astockholder of recordat the time the notice provided forin thisSection 1.13is deliveredto the Secretary ofthe Corporation, who is entitled to voteat the meeting and uponsuch election and who complies with the notice proceduresset forthin thisSection 1.13. Inthe event the Corporation calls aspecial meeting ofstockholders forthe purpose ofelecting one ormore directorsto the Board, any such stockholder entitled to votein such election of directorsmay nominate a person or persons (asthe case may be) forelection to such position(s)as specified in the Corporation’s notice ofmeeting, if the stockholder's notice required by paragraph (a)(ii) ofthisSection 1.13shall be deliveredto the Secretary at the principalexecutive offices ofthe Corporation notearlier than the close of business onthe one hundredtwentieth day priorto such special meeting and notlater than the close of business onthe later ofthe ninetieth day priorto such special meeting orthe tenth day followingthe day onwhich publicannouncement is firstmade ofthe date ofthe special meeting and ofthe nominees proposed bythe Board to beelected at such meeting. In noevent shall the publicannouncement ofan adjournment or postponement of aspecial meeting commence a newtime period (orextend any time period) forthegiving of astockholder's noticeas describedabove.
(i) Except as otherwiseexpresslyprovidedin any applicable rule or regulation promulgated underthe Exchange Act, onlysuch personswho are nominatedin accordance with theproceduressetforthin thisSection 1.13shallbeeligible to beelected at an annualorspecial meeting ofstockholders ofthe Corporation to serve as directorsandonlysuch businessshall beconducted at ameeting ofstockholders as shallhave been brought beforethe meeting in accordance with the proceduressetforthin thisSection 1.13.Except as otherwise provided bylaw, the chairperson ofthe meeting shall havethe powerand duty (A)todeterminewhether a nomination oranybusiness proposedto be brought beforethe meeting was made or proposed,as the case may be,in accordance with the proceduressetforthin thisSection 1.13 (includingwhether the stockholder or beneficial owner,if any, onwhosebehalfthenomination or proposalis made solicited (orispart of a groupthat solicited) or did notso solicit, as the case may be, proxies or votesin support ofsuch stockholder's nominee or proposalin compliance with such stockholder's representationas required byclause(a)(ii)(C)(VI) ofthisSection 1.13)and(B)if any proposed nomination or businesswasnotmade or proposedin compliance with thisSection 1.13,to declarethat such nominationshall be disregarded orthat such proposed businessshall not betransacted. Notwithstanding the foregoing provisions ofthisSection 1.13, unless otherwise required bylaw, if the stockholder (or a qualified representative ofthe stockholder) does notappear at the annual orspecial meeting ofstockholdersofthe Corporation to present a nomination or proposed business,suchnominationshall be disregardedand such proposed businessshall not betransacted,notwithstandingthat proxiesin respect ofsuch votemay have been received bythe Corporation. Forpurposes ofthisSection1.13,tobeconsidered a qualified representative ofthe stockholder, a personmustbe a dulyauthorized officer,manageror partner ofsuch stockholder ormustbeauthorized by awriting executedbysuch stockholder oran electronic transmission delivered bysuch stockholder to act forsuch stockholder as proxyat the meeting ofstockholders and such personmust producesuch writingorelectronic transmission, or a reliable reproduction ofthe writing orelectronic transmission, at the meeting ofstockholders.
(ii) For purposes ofthisSection 1.13,“public announcement” shall include disclosurein a press release reported bythe Dow Jones News Service, Associated Press or other national newsservice orin a document publicly filed bythe Corporation with the Securities and Exchange Commission pursuantto Section 13, 14 or 15(d) ofthe Exchange Act and the rulesand regulations promulgatedthereunder.
(iii) Notwithstanding the foregoing provisions ofthisSection 1.13, astockholder shall also comply with all applicable requirements ofthe Exchange Act and the rulesand regulations promulgatedthereunder with respectto the matters set forthin thisSection 1.13;provided however,that any referencesin these Bylaws to the Exchange Act orthe rulesand regulations promulgatedthereunder are notintended to and shall notlimit any requirementsapplicable to nominations or proposalsas to any other businessto beconsidered pursuantto thisSection 1.13 (including paragraphs (a)(i)(C)and (b) hereof),and compliance with paragraphs (a)(i)(C)and (b) ofthisSection 1.13shall bethe exclusive means for astockholder to make nominations orsubmit other business (otherthan, as providedin the penultimatesentence of (a)(ii), business otherthan nominations brought properly underand in compliance with Rule 14a-8 ofthe Exchange Act, as may beamended fromtime to time). Nothing in thisSection 1.13shall be deemedto affect any rights (A) ofstockholders to requestinclusion of proposals or nominationsin the Corporation’s proxystatement pursuantto applicable rulesand regulations promulgated underthe Exchange Act or (B) ofthe holders ofany series ofPreferred Stock to elect directors pursuantto any applicable provisions ofthe Certificate of Incorporation.
ARTICLE II
Board
Section2.1.Number; Qualifications. Subject to the Certificate of Incorporation,the Board shall consist of notless than three members normore than ninemembers, the numberthereof to be determined fromtime to time by resolution ofthe Whole Board (as defined below).Directors need not bestockholders. For purposes ofthese Bylaws, the term “Whole Board” shall mean the total number ofauthorized directors,whether or notthere exist any vacanciesin previouslyauthorized directorships.
Section2.2.Classification; Resignation; Vacancies. The Board shall be dividedinto three classes (Class I,Class IIand Class III)and shall serve staggered three-year terms as set forthin the Certificate of Incorporation.Any directormay resignat any time upon notice givenin writing or byelectronic transmission to the Corporation. Such resignationshall take effect when such noticeis given unlessthe noticespecifies (a) alater effective date, or (b)an effective date determined uponthe happening ofan event orevents. Unless otherwisespecified in the notice of resignation,the acceptance ofsuch resignationshall not be necessaryto make it effective. Unless otherwise provided bylaw orthe Certificate of Incorporation,any newlycreated directorship orany vacancy occurringin the Board forany cause may be filled only by amajority ofthe remainingmembers ofthe Board, although such majority is less than a quorum,and each directorso elected shall hold office untilthe expiration ofthe term of office ofthe directorwhom he orshe has replaced or until his or hersuccessor is elected and qualified.
Section2.3.Removal. Any one ormore orall ofthe directorsmay be removed, but only forcause, bythe holders ofat least seventy-five percent ofthe then issued and outstandingshares ofcapital stock then entitled to voteat an election of directors.
Section2.4.Regular Meetings. Regular meetings ofthe Board may be heldat such placeswithin orwithout the State ofDelaware and at such times as the Board may fromtime to time determine.
Section2.5.Special Meetings. Special meetings ofthe Board may be heldat any time or placewithin orwithout the State ofDelaware whenever called bythe Chief Executive Officer or byany two members ofthe Board. Notice of aspecial meeting ofthe Board shall be given bythe person or personscalling the meeting either by firstclass United States mail at least three days beforesuch special meeting, or by overnightmail, courier service, electronic transmission,or hand deliveryat least 48 hours beforethe special meeting orsuch shorter periodas is reasonable underthe circumstances.
Section2.6.Telephonic Meetings Permitted. Members ofthe Board, orany committee designated bythe Board, may participatein ameeting thereof bymeans ofconference telephone or othercommunications equipment bymeans ofwhich all persons participatingin the meeting can heareach other,and participationin ameeting pursuantto this by-lawshall constitute presencein personat such meeting.
Section2.7.Quorum; Vote Required forAction. At all meetings ofthe Board the directorsentitled to cast amajority ofthe votes ofthe Whole Board shall constitute a quorum forthe transaction of business. Inthe event one ormore ofthe directorsshall be disqualifiedto voteat any meeting, then the required quorumshall be reduced by one foreach such directorso disqualified;provided, however,that in nocase shall less than one-third ofthe total number of directorsconstitute a quorum.Except in cases in which the Certificate of Incorporation,these Bylaws orapplicable law otherwise provides, amajority ofthe votesentitled to becast bythe directors presentat ameeting at which a quorumis presentshall bethe act ofthe Board.
Section2.8.Organization. Meetings ofthe Board shall be presided over bythe Board Chair (as definedinSection 2.10),if any, or,in the absence of aBoard Chair, byanother directorchosen bythe participating directorsto act as chairperson at the meeting. The Secretary shall act as secretary ofthe meeting, butin his or herabsence, the Board Chair orchairperson presidingat the meeting may appoint any personto act as secretary ofthe meeting.
Section2.9.Action byUnanimous Consent ofDirectors. Unless otherwise restricted bythe Certificate of Incorporation orthese Bylaws, any action required or permittedto betaken at any meeting ofthe Board, or ofany committee thereof, may betaken withoutameeting if all membersofthe Board orsuch committee, as the case may be,consent thereto in writing or byelectronic transmission and the writing orwritings orelectronic transmissions are filedwith the minutes of proceedings oftheboard orcommittee in accordance with applicable law.
Section2.10.Chair and Vice Chair ofthe Board. The Board may elect one ormore ofits members to serve as Chair ofthe Board (the“Board Chair”) oras Vice Chair ofthe Board and may fillany vacancyin such positionat such time and in such manner as the Board shall determine.The Board Chair, if any, shall presideat all meetings ofthe Board at which he orshe is presentand shall performsuch dutiesand possesssuch powersas are designated bythe Board. Ifthe Board ofDirector appoints aVice Chair ofthe Board, he orshe shall, in the absence or disability ofthe Board Chair performthe dutiesand exercise thepowers ofthe Board Chair and shall performsuch other dutiesandpossesssuch other powersas may fromtime to time be designated bythe Board. The factthat a personserves as Board Chair orVice Chair ofthe Board shall notmake such personconsidered an officer ofthe Corporation.
ARTICLE III
Committees
Section3.1.Committees. The Board may designate one ormore committees, each committee to consist of one ormore ofthe directors ofthe Corporation. The Board may designate one ormore directorsas alternate members ofany committee, who may replaceany absent or disqualifiedmember at any meeting ofthe committee. Inthe absence or disqualification of amember ofthe committee, the member ormembers thereof presentat any meeting and not disqualified from voting,whether or not he,she orthey constitute a quorum,mayunanimouslyappoint another member ofthe Board to act at the meeting in place ofany such absent or disqualifiedmember. Any such committee, to the extent permitted bylaw and to the extent providedin the resolution ofthe Board, shall haveand may exercise all the powersand authority ofthe Board in the management ofthe businessand affairs ofthe Corporation, and may authorize the seal ofthe Corporation to beaffixed to all papersthat may requireit.
Section3.2.Committee Rules. Unless the Board otherwise provides,each committee designated bythe Board may make, alter and repeal rules forthe conduct ofits business. Inthe absence ofsuch ruleseach committee shall conduct itsbusinessin the same manner as the Board conducts itsbusiness pursuanttoArticle II ofthese Bylaws.
ARTICLE IV
Officers
Section4.1.Officers. The officers ofthe Corporation shall consist of aChief Executive Officer, aPresident, aChief Financial Officer, aTreasurer, aSecretary, and such other officersas the Board may fromtime to time determine,which may include and one ormore Vice Presidents, Assistant Treasurers and Assistant Secretaries. Each ofthe Corporation’s officersshall beelected bythe Board, each to havesuch authority, functions or dutiesas set forthin these Bylaws oras determined bythe Board. Each officershall bechosen bythe Board and shall hold office forsuch term as may be prescribed bythe Board and untilsuch person’ssuccessor shall have been dulychosen and qualified, or untilsuch person'searlier death, disqualification, resignation or removal.
Section4.2.Removal, Resignation and Vacancies. Any officer ofthe Corporation may be removed,withorwithout cause, bythe Board, withoutprejudiceto the rights,if any, ofsuch officer underany contract to which it is a party.Any officermay resignat any time upon notice givenin writingor byelectronic transmission to the Corporation. Such resignationshall take effect when such noticeis given unlessthenoticespecifies (a) alater effectivedate, or (b)an effective date determined uponthehappening ofan event orevents, such as the failureto receivethe required vote for reelectionas a directorand the acceptance ofsuch resignation bythe Board. Unless otherwisespecified in the notice of resignation,the acceptance ofsuch resignationshallnot be necessaryto make it effective. Ifanyvacancy occursin any office ofthe Corporation, the Board may elect asuccessor to fillsuchvacancy forthe remainder ofthe unexpiredterm and until asuccessor shallhave been dulychosen and qualified.
Section4.3.Chief Executive Officer. The Chief Executive Officer shall have generalsupervision and direction ofthe businessand affairs ofthe Corporation and shall be responsible forcorporate policyand strategy. Unless otherwise providedin these Bylaws, all other officers ofthe Corporation shall report directlyto the Chief Executive Officer oras otherwise determined bythe Chief Executive Officer. The Chief Executive Officer shall presideat meetings ofthe stockholders. Inthe absence of aseparately appointed President, the Chief Executive Officer shall bethe President.
Section4.4.President. The President shall havesuch powersand dutiesas the Board may fromtime to time determineand, in the absence of aseparately appointed Chief Operating Officer, shall havethepowersanddutiesascribed to the Chief Operating Officer. The President shallhavethepowerto affix the signature ofthe Corporation to all contracts that have beenauthorized bythe Board orthe Chief Executive Officer. The President shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuch other dutiesas such officermay agree with the Chief Executive Officer.
Section4.5.Chief Operating Officer. The Chief Operating Officer shall exercise all the powersand performthe duties ofthe office ofthe chief operating officer ofthe Corporation, with general responsibility forthe management and control ofthe operations ofthe Corporation. The Chief Operating Officer shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuchother dutiesas suchofficermay agree with the Chief Executive Officer oras the Board may fromtime to time determine.
Section4.6.Chief Financial Officer. The Chief Financial Officer shall exercise all the powersand performthe duties ofthe office ofthe chieffinancial officerand in general have overallsupervision ofthe financial operations ofthe Corporation and shall keepand maintain, orcause to be keptand maintained, adequate and correct booksand records ofaccounts ofthe propertiesand businesstransactions ofthe Corporation, including accounts ofits assets, liabilities, receipts, disbursements, gains,losses, capital retainedearnings, and shares. The Chief Financial Officer shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuch other dutiesas such officermay agree with the Chief Executive Officer oras the Board may fromtime to time determine. Inthe absence of aseparately appointed Treasurer, the Chief Financial Officer shall bethe Treasurer.
Section4.7.Vice Presidents. Each Vice President shall havesuch powersand dutiesas shall be prescribed by his or hersuperior officer orthe Chief Executive Officer. AVice President shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuch other dutiesas such officermay agree with the Chief Executive Officer oras the Board may fromtime to time determine.
Section4.8.Treasurer. The Treasurer shall supervise and be responsible forall the fundsand securities ofthe Corporation, the deposit ofall moneys and other valuablesto the credit ofthe Corporation in depositories ofthe Corporation, borrowingsand compliance with the provisions ofall indentures, agreements and instruments governingsuch borrowingsto which the Corporation is a party,thedisbursement of funds ofthe Corporation and the investment ofits funds,and in generalshall performall ofthe dutiesincident to the office ofthe Treasurer. The Treasurer shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuch other dutiesas such officermay agree with the Chief Executive Officer oras the Board may fromtime to time determine.
Section4.9.Secretary. The powersandduties ofthe Secretary are to: (a)act as secretary at all meetings ofthe Board, ofthe committees ofthe Board and ofthe stockholders and to recordtheproceedings ofsuch meetings in a book or booksto be kept forthatpurpose; (b)see that all notices requiredtobe given bythe Corporation are duly givenand served; (c)act as custodian ofthe seal ofthe Corporation and affix the sealorcause it to beaffixed to all certificates ofstockofthe Corporation and to all documents,the execution ofwhich on behalf ofthe Corporation underits seal is dulyauthorized in accordance with the provisions ofthese Bylaws; (d) havechargeofthe books, recordsand papers ofthe Corporation and see that the reports,statements and other documents required bylaw to be keptandfiledare properly keptand filed;and (e) performall ofthedutiesincident to the office ofSecretary. The Secretary shall, when requested,counsel with and advise the other officers ofthe Corporation and shall performsuchother dutiesas suchofficermay agree with the Chief Executive Officer oras the Board may fromtime to time determine.
Section4.10.Additional Matters. The Chief Executive Officer and the Chief Financial Officer shall havethe authority to designateemployees ofthe Corporation to havethe title ofAssistant Vice President, Assistant Treasurer orAssistant Secretary. Any employee so designatedshall havethe powersand duties determined bythe officermaking such designation.The persons uponwhom such titles are conferred shall not be deemed officers ofthe Corporation unlesselected bythe Board.
Section4.11.Execution ofContracts and Instruments.All contracts, deeds,mortgages, bonds,certificates, checks, drafts, bills ofexchange, notesand otherinstruments or documentsto beexecuted by orin the name ofthe Corporation shall besigned onthe corporation’s behalf bysuch officer or officers, or other person or persons,as may beso authorized (a) bythe Board or (b)subject to any limitations the Board may impose, bythe Chief Executive Officer. Such authority maybe general orconfined to specific instances and, if the Board orChief Executive Officer (whichever grantsauthority) so authorizes or otherwise directs,may be delegated bythe authorized officersto other persons.Unless otherwise providedin such resolution,any resolution ofthe Board or acommittee thereof authorizing the Corporation to enter into any such instruments or documents orauthorizing their execution by or on behalf ofthe Corporation shall be deemedto authorize the execution thereof onits behalf bythe Chief Executive Officer, the President, the Chief Financial Officer orany Vice President (an“Authorized Officer”). Furthermore, each Authorized Officer shall beauthorized to enter into any contract orexecute any instrument in the name ofand on behalf ofthe Corporation in matters arising in the ordinarycourse ofthe Corporation’s businessand to the extent incident to the normal performance ofsuch Authorized Officer’s duties.
ARTICLEV
Stock
Section5.1.Certificates. The shares ofthe Corporation may becertificated or uncertificatedin accordance with the Delaware General Corporation Law, and shall beentered in the books ofthe Corporation and registeredas they are issued. The issue ofshares in uncertificated formshall notaffect shares represented by acertificate untilthe certificate is surrendered to the Corporation. Any certificates representingshares ofthe Corporation’s stock shall bein such formas may be prescribed bylaw and bythe Board, certifying the numberand classofshares owned bysuch stockholder in the Corporation. Every holder ofstock represented bycertificates shall beentitled to have acertificate signed byany two authorized officers ofthe Corporation certifying the number ofshares owned bysuch holderin the Corporation. Any of orall the signatures onthe certificate may be a facsimile. Incase any officer,transfer agent or registrarwho hassigned orwhose facsimilesignature has been placed upon acertificate shall haveceased to besuch officer,transfer agent, or registrar beforesuch certificate is issued, it may beissued bythe Corporation with the same effect as if such personwere such officer,transfer agent, or registrarat the date ofissue.
Section5.2.Lost, Stolen orDestroyed Stock Certificates; Issuance ofNew Certificates. The Corporation may issue (a) a newcertificate ofstock or (b) uncertificatedshares in the place ofany certificate theretofore issued byit, alleged to have beenlost, stolen or destroyed,and the Corporation may requirethe owner ofthe lost, stolen or destroyedcertificate, orsuch owner'slegal representative,to givethe Corporation a bondsufficient to indemnify it against any claim that may bemade against it onaccount ofthe alleged loss, theft or destruction ofany such certificate orthe issuance ofsuch newcertificate.
ARTICLE VI
Indemnification andAdvancement ofExpenses
Section6.1.Right to Indemnification. The Corporation shall indemnify and hold harmless,to the fullestextent permitted byapplicable law as it presentlyexists ormay hereafter beamended, any person (a“Covered Person”) who was oris made oris threatened to bemade a party oris otherwiseinvolved in any action, suit or proceeding,whether civil, criminal, administrative orinvestigative (a“proceeding”), by reason ofthe factthat he orshe, or a person forwhom he orshe is the legal representative,is orwas a director or officer ofthe Corporation or,while a director or officer ofthe Corporation, is orwas serving at the request ofthe Corporation as a director, officer,employee oragent ofanother corporation or of a partnership,joint venture,trust, enterprise or nonprofitentity, including service with respectto employee benefit plans,against all liability and loss suffered and expenses (includingattorneys’ fees) reasonablyincurred bysuch Covered Person. Notwithstanding the precedingsentence, except as otherwise providedinSection 6.3 ofthese Bylaws, the Corporation shall be requiredto indemnify aCovered Person in connection with a proceeding (or partthereof) commenced bysuch Covered Person onlyif the commencement ofsuchproceeding (or partthereof) bythe Covered Person was authorized in the specific case bythe Board ofthe Corporation.
Section6.2.PrepaymentofExpenses. The Corporation shall to thefullestextent not prohibited byapplicable law paythe expenses (includingattorneys’ fees)incurred by aCovered Person in defendingany proceedingin advance ofits final disposition,provided,however, that, to the extent required bylaw, such payment ofexpenses in advance ofthe final disposition ofthe proceedingshall bemade only upon receipt ofan undertaking bythe Covered Person to repayall amounts advanced if it should be ultimately determinedthat the Covered Person is notentitled to beindemnified underthisArticle VI or otherwise.
Section6.3.Claims. If aclaim forindemnification (followingthe final disposition ofsuch proceeding) oradvancement ofexpenses underthisArticle VI is not paidin fullwithin thirty daysafter awritten claim therefor bythe Covered Person has been received bythe Corporation, the Covered Person may filesuit to recoverthe unpaidamount ofsuch claim and, if successful in whole orin part,shall beentitled to be paidthe expense of prosecutingsuch claim to the fullestextent permitted bylaw. Inany such action the Corporation shallhavetheburden of provingthat the Covered Person is notentitled to the requestedindemnification oradvancement ofexpenses underapplicable law.
Section6.4.Nonexclusivity ofRights. The rightsconferred onany Covered Person bythisArticle VI shall not beexclusive ofany other rightswhich such Covered Person may have or hereafteracquire underany statute, provision ofthe Certificate of Incorporation,these Bylaws, agreement, vote ofstockholders or disinterested directors or otherwise.
Section6.5.Other Sources. The Corporation’s obligation,if any, to indemnify orto advance expenses to any Covered Person who was oris serving at its requestas a director, officer,employee oragent ofanother corporation, partnership,joint venture,trust, enterprise or nonprofitentity shall be reduced byany amount such Covered Person may collect as indemnification oradvancement ofexpenses fromsuch othercorporation, partnership,joint venture,trust, enterprise or non-profitenterprise.
Section6.6.Amendment orRepeal. Any rightto indemnification orto advancement ofexpenses ofany Covered Person arising hereundershall not beeliminated orimpaired byan amendment to or repeal ofthese Bylaws after the occurrence ofthe act or omissionthat is the subject ofthe civil, criminal, administrative orinvestigative action, suit or proceeding forwhich indemnification oradvancement ofexpenses is sought.
Section6.7.Other Indemnificationand Advancement ofExpenses. ThisArticle VI shall notlimit the right ofthe Corporation, to the extent and in the manner permitted bylaw, to indemnify and to advance expenses to persons otherthan Covered Persons when and as authorized byappropriate corporate action.
ARTICLE VII
Exclusive Forum
Unless the Corporation consents in writing to the selection ofan alternative forum,the Court ofChancery in the State ofDelaware shall bethe sole and exclusive forum forall claims, including claims in the right ofthe Corporation, (a)that are based upon a violation of a duty by acurrentor former director or officer orstockholder in such capacity or (b)as to which Title 8 ofthe Delaware Code confers jurisdiction uponthe Court ofChancery, except for,as to each of (a)and (b)above, any claim as to which the Court ofChancery determinesthat there is an indispensable party notsubject to the jurisdiction ofthe Court ofChancery (andthe indispensable party does notconsent to the personaljurisdiction ofthe Court ofChancery within ten days followingsuch determination),which is vestedin the exclusive jurisdiction of acourt or forum otherthan the Court ofChancery, or forwhich the Court ofChancery does not havesubject matter jurisdiction. Ifany provision or provisions ofthisArticle VII shall be heldto beinvalid, illegal or unenforceableas applied to any person orentity orcircumstance forany reasonwhatsoever, then, to the fullestextent permitted bylaw, the validity,legality and enforceability ofsuch provisionsin any othercircumstance and ofthe remaining provisions ofthisArticle VII (includingeach portion ofany sentence ofthisArticle VII containing any such provision heldto beinvalid, illegal or unenforceablethat is notitself heldto beinvalid, illegal or unenforceable)and the application ofsuch provisionto other persons orentities and circumstances shall notin any way beaffected orimpaired thereby.
ARTICLE VIII
Miscellaneous
Section8.1.Fiscal Year. The fiscal year ofthe Corporation shall be determined by resolution ofthe Board.
Section8.2.Seal. The corporate seal shall havethename ofthe Corporation inscribed thereon and shall bein such formas may beapproved fromtime to time bythe Board.
Section8.3.Method ofNotice. Whenever noticeis required bylaw, the Certificate of Incorporation orthese Bylaws to be given bythe Corporation to any director,committee member orstockholder,personal noticeshall not be requiredand any such noticemay be givenin writing(a) bymail, addressed to such director,committee member orstockholder at his or heraddress as it appears onthe books ofthe Corporation,or (b) byany othermethod permitted bylaw (including overnightcourier service,facsimile,electronic mail or othermeansofelectronic transmission) directedto the addressee at his, her orits address most recently providedto the Corporation. Any notice given bythe Corporation bymail shall be deemedtohave been givenat the time when depositedin the United States mail. Anynotice given bythe Corporation by overnightcourier service shall be deemedtohave been givenwhen deliveredto such service. Any notice given bythe Corporation by facsimile,electronic mail or othermeans ofelectronic transmission that generallycan beaccessed by or on behalf ofthe receiving partyat substantially the same time as it is transmitted shall be deemedto have been givenwhen transmitted,unlessthe Corporation receives a prompt replythat such transmission is undeliverableto the address to which it was directed.
Section8.4.Waiver ofNotice. Whenever any noticeis requiredto be given underthe provisions ofthe statutes or ofthe Certificate of Incorporation or ofthese Bylaws,awaiver thereof in writing, signed bythe person or personsentitled to such notice, or awaiver byelectronic transmission bythe personentitled to such notice,whether before orafter the time stated therein, shall be deemedequivalent to notice.Attendance of a personat ameeting shall constitute awaiver of notice ofsuch meeting except when the personattends ameeting forthe express purpose of objecting,at the beginning ofthe meeting, to the transaction ofany business becausethe meeting is notlawfully called orconvened.
Section8.5.FormofRecords. Anyrecordsmaintained bythe Corporation in the regularcourse ofits business,including its stock ledger, books ofaccount, and minute books,may be kept on, or bymeans of, or bein the form of,any information storage device ormethod, providedthat the recordsso keptcan beconverted into clearly legible paper formwithin a reasonabletime.
Section8.6.Amendment ofBylaws. Subject to any additional votesset forthin the Certificate of Incorporation orthese Bylaws, these Bylaws may bealtered, amended or repealed or newBylaws may beadopted bythe stockholders or bythe Board. Notwithstanding any provision ofthese Bylaws, the Certificate of Incorporation orany provision oflaw which might otherwise permit alesser vote or no vote,in addition to any vote ofthe holders ofany class orseries ofstock ofthe Corporation required bylaw or bythe Certificate of Incorporation,the amendment or repeal ofall orany portion ofArticle I,II,VI orVII ofthese Bylaws or ofthisSection 8.6 bythe stockholders ofthe Corporation shall requirethe affirmative vote ofthe holders ofat least seventy-five percent ofthe voting power ofthe then outstandingshares ofcapital stock entitled to vote generallyin the election of directors, votingtogether as asingle class.
Section8.7.Registered Stockholders. The Corporation shall beentitled to recognizethe exclusive right of a person registered onits booksas the owner ofshares to receive dividendsand to voteas such ownerand shall not be boundto recognizeany equitable or otherclaim to orinterest in such share orshares onthe part ofanother person,whether or notit shall haveexpress or other noticethereof, except as otherwise provided bythe laws ofDelaware.
Section8.8.Facsimile Signature. Inaddition to the provisions for use of facsimilesignatures elsewhere specifically authorized in these Bylaws, facsimilesignatures ofany officer or officers ofthe Corporation may be usedwhenever and as authorized bythe Board or acommittee thereof.
Section8.9.Interpretation. For purposes ofthese Bylaws:
| (a) | headings usedin these Bylaws are forconvenience of reference onlyand shall not, forany purpose, be deemed a part ofthese Bylaws; |
| (b) | the word “day” refersto acalendar day; |
| (c) | the words “include,” “included,” “includes” and “including” as used hereinshall not beconstrued so as to exclude any otherthing not referredto ordescribed; |
| (d) | the word “or” is notexclusive; and |
| (e) | the definition given forany term in these Bylaws shall apply equally to boththe singular and plural forms ofthe term defined. |
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