AMENDED AND RESTATED BY-LAWS
OF
WSFS FINANCIAL CORPORATION
ARTICLE I
Stockholders
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SECTION 1. The annual meeting of the stockholders of the Corporation
shall be held on such date, and at such time and at such place within or without
the State of Delaware, as may be fixed by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting. The Board of Directors may postpone
an annual meeting by providing public notice at any time before such annual
meeting date.
SECTION 2. (a) Subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation ("Preferred Stock"), any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
an annual or special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders.
(b) Subject to the rights of the holders of any class or series of
Preferred Stock to call a special meeting of stockholders, special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of directors
which the Corporation would have if there were no vacancies on the Board of
Directors (hereinafter the "Whole Board").
(c) Special meetings of the stockholders may be held at such time and
at such place within or without the State of Delaware as may be stated in the
notice of the meeting.
SECTION 3. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten days and not
more than sixty days prior thereto to each stockholder of record entitled to
vote at his address as it appears on the records of the Corporation. Such
further notice shall be given as may be required by law. Business transacted at
any special meeting shall be confined to the purpose or purposes stated in the
notice of such special meeting. Meetings may be held without notice if all
stockholders entitled to vote are present or if notice is waived by those not
present. Annual and special meetings of stockholders shall be conducted in
accordance with rules and procedures adopted by the Board of Directors.
SECTION 4. At all meetings of stockholders any stockholder entitled to
vote may vote in person or by proxy. Such proxy or any revocation or amendment
thereof shall be in writing, but need not be sealed, witnessed or acknowledged,
and shall be filed with the Secretary at or before the meeting. The Corporation
may require that such proxy indicate whether such stock is beneficially owned by
a person who, as of any record date for the determination of stockholders
entitled to vote on any matter, beneficially owns shares of stock in excess of
the Limit, as defined in Article FOURTH of the Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation").
SECTION 5. Except as otherwise provided by law or by the Certificate of
Incorporation, the presence, in person or by proxy, of the holders of record of
shares of capital stock of the Corporation entitling the holders thereof to cast
a majority of the votes (after giving effect to the provisions of Article FOURTH
of the Certificate of Incorporation) entitled to be cast by the holders of
shares of capital stock of the Corporation entitled to vote shall constitute a
quorum at all meetings of the stockholders. Where a separate vote by a class or
classes is required, a majority of the shares of such class or classes (after
giving effect to the provisions of Article FOURTH of the Certificate of
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Incorporation) present in person or represented by proxy shall constitute a
quorum entitled to take action with respect to that vote on that matter. The
chairman of the meeting or the holders of record of a majority of such shares so
present or represented may adjourn the meeting from time to time, whether or not
there is such a quorum. No notice of the time and place of adjourned meetings
need be given except as required by law.
SECTION 6. Election of directors at all meetings of the stockholders at
which directors are to be elected shall be by ballot, and, except as otherwise
set forth in any Preferred Stock Designation (as defined in Article FOURTH of
the Certificate of Incorporation) with respect to the right of the holders of
any class or series of Preferred Stock to elect additional directors under
specified circumstances, a plurality of the votes cast thereat shall elect.
Except as otherwise provided by law, the Certificate of Incorporation, any
Preferred Stock Designation, the By-Laws or any resolution adopted by the Whole
Board, all matters other than the election of directors submitted to the
stockholders at any meeting shall be decided by the vote of a majority of the
shares present in person or represented by proxy and entitled to vote with
respect thereto.
SECTION 7. Except as otherwise set forth in any Preferred Stock
Designation (as defined in Article FOURTH of the Certificate of Incorporation)
and subject to the rights of the holders of any class or series of Preferred
Stock:
(a) Nominations of candidates for election as directors at any annual
meeting of stockholders may be made (i) by, or at the direction of, the
Nominating Committee of the Board of Directors or (ii) by any stockholder
entitled to vote at such annual meeting. Only persons nominated in accordance
with the procedures set forth in this Section 7 shall be eligible for election
as directors at an annual meeting. Ballots bearing the names of all the persons
who have been nominated for election as directors at an annual meeting in
accordance with the procedures set forth in this Section 7 shall be provided for
use at the annual meeting.
(b) Nominations, other than those made by or at the direction of the
Nominating Committee of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation as set forth in this
Section 7. To be timely, a stockholder's notice shall be delivered to, or mailed
and received at, the principal executive offices of the Corporation not less
than 60 days nor more than 90 days prior to the anniversary date of the mailing
date of the Corporation's proxy statement for the immediately preceding annual
meeting of stockholders of the Corporation. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (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 Corporation's Voting Stock (as hereinafter defined) (after
giving effect to the provisions of Article FOURTH of the Certificate of
Incorporation) which are beneficially owned (as defined in Regulation 13D of the
Securities Exchange Act of 1934, as amended) by such person on the date of such
stockholder notice, and (iv) any other information relating to such person that
is required to be disclosed in solicitations of proxies with respect to nominees
for election as directors, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, including, but not limited to, information
required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A and information
which would be required to be filed on Schedule 14B with the Securities and
Exchange Commission (or any successors of such items or schedules); and (b) as
to the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (ii) the class and number of
shares of Corporation's Voting Stock (after giving effect to the provisions of
Article FOURTH of the Certificate of Incorporation) which are beneficially
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owned by such stockholder on the date of such stockholder notice and, to the
extent known, by any other stockholders known by such stockholder to be
supporting such nominees on the date of such stockholder notice. At the request
of the Board of Directors, any person nominated by, or at the direction of, the
Board for election as a director at an annual meeting shall furnish to the
Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.
(c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 7. 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 this Section 7, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 7, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section 7.
(d) (i) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (A) pursuant to
the Corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in this Section 7, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 7.
(ii) For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (C) of paragraph (d) (i) of this
Section 7, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the mailing date of the Corporation's proxy statement for the
preceding year's annual meeting. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the meeting
(A) a brief description of the business desired to brought before the meeting
and the reasons for conducting such business at the meeting, (B) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder of
record and by the beneficial owner, if any, on whose behalf the proposal is made
and (D) any material interest of such stockholder of record and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
(iii) Notwithstanding anything in this Section 7 to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
procedures prescribed by this Section 7, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 7, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section 7.
SECTION 8. There shall be appointed, for all meetings of the
stockholders, two inspectors of the vote. Such inspectors shall first take and
subscribe an oath or affirmation faithfully to execute the duties of inspector
at such meeting with strict impartiality and according to the best of their
ability. Unless appointed in advance of any such meeting by the Board of
Directors, such inspectors shall be appointed for the meeting by the person
presiding thereat.
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No director or candidate for the office of director shall be appointed as such
inspector. Such inspectors shall receive, examine and tabulate all ballots and
proxies, including proxies filed with the Secretary, shall determine the
presence or absence of a quorum and shall be responsible for tallying and
certifying the vote taken on any matter at each meeting which is required to be
tallied and certified by them in the resolution of the Board of Directors
appointing them or the appointment of the person presiding at such meeting, as
the case may be.
ARTICLE II
Directors
---------
SECTION 1. (a) Subject to the rights of the holders of any class or
series of Preferred Stock to elect directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board. The
directors, other than those who may be elected by the holders of any class or
series of Preferred Stock, shall be divided, with respect to the time for which
they severally hold office, into three classes, with the term of office of the
first class to expire at the first annual meeting of stockholders, the term of
office of the second class to expire at the annual meeting of stockholders one
year thereafter and the term of office of the third class to expire at the
annual meeting of stockholders two years thereafter, with each director to hold
office until his or her successor shall have been duly elected and qualified. At
each annual meeting of stockholders, directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified.
(b) A whole number of directors equal to at least one third of the
Whole Board shall constitute a quorum for the transaction of business, but if at
any meeting of the Board of Directors there shall be less than a quorum present
a majority of those present may adjourn the meeting from time to time until a
quorum shall have been obtained.
(c) Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized directors constituting the Whole Board shall shorten the term of
any incumbent director.
(d) Subject to the rights of the holders of any class or series of
Preferred Stock, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of a majority of the voting power of all of the then-outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock") (after giving effect to the
provisions of Article FOURTH of the Certificate of Incorporation), voting
together as a single class.
SECTION 2. Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as may from time to time be fixed
by, or determined in the manner provided by, resolution of the Board, or as may
be specified in the notice of any meeting. Regular meetings of the Board of
Directors shall be held at such
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times as may from time to time be fixed by, or determined in the manner provided
by, resolution of the Board of Directors, and special meetings may be held at
any time upon the call of the Executive Committee or of the Chairman of the
Board of Directors by oral, telegraphic or written notice, duly served on or
sent or mailed to each director not less than two days before such meeting. A
meeting of the Board of Directors may be held without further notice immediately
after the annual meeting of stockholders at the same place at which such meeting
was held. Notice need not be given of regular meetings of the Board of Directors
held at times and places fixed by resolution of the Board of Directors. A
meeting may be held at any time without notice if all the directors are present
or if those not present waive notice of the meeting in writing, either before or
after such meeting.
SECTION 3. The Board of Directors may, in its discretion, by
resolution passed by a majority of the Whole Board, designate an Executive
Committee to consist of the Chief Executive Officer of the Corporation and such
number of other directors as a majority of the Whole Board may from time to time
determine (not less than three), which Committee, to the extent provided in said
resolution, shall have, and may exercise when the Board of Directors is not in
session, the powers of the Board of Directors in the management of the business
and affairs of the Corporation, except the power to change the membership or to
fill vacancies in the Board of Directors or said Committee and except as limited
by applicable law. The Board of Directors shall have the power at any time to
change the membership of said Committee (subject to the requirement that the
Chief Executive Officer be a member thereof), to fill vacancies in it, or to
dissolve it. The Executive Committee may make rules for the conduct of its
business and may appoint such committees as it shall from time to time deem
necessary. One-half of the members of such Committee shall constitute a quorum.
SECTION 4. The Board of Directors, by a vote of a majority of the whole
Board, may from time to time designate committees of the Board, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for those committees and any others provided
for herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be determined
by a majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.
SECTION 5. The Executive Committee, and any other committee, if the
resolution which designates such committee or a supplemental resolution of the
Board of Directors shall so provide, may exercise the power and authority of the
Board of Directors to declare a dividend, to authorize the issuance of stock or
to adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware General Corporation Law.
SECTION 6. Each Director of the Corporation must be a stockholder of
the Corporation and own a minimum amount of shares of the Corporation's Voting
Stock as determined by the Board of Directors from time to time (after giving
effect to the provisions of Article FOURTH of the Certificate of Incorporation).
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SECTION 7. A person is not eligible to serve as Director if he or
she: (1) is under indictment for, or has ever been convicted of, a criminal
offense, involving dishonesty or breach of trust and the penalty for such
offense could be imprisonment for more than one year; (2) is a person against
whom a federal or state bank regulatory agency has, within the past ten years,
issued a cease and desist order for conduct involving dishonesty or breach of
trust and that order is final and not subject to appeal; (3) has been found
either by any federal or state regulatory agency whose decision is final and not
subject to appeal, or by a court to have (a) committed a wilful violation of any
law, rule or regulation governing banking, securities, commodities or insurance,
or any final cease and desist order issued by a banking, securities, commodities
or insurance regulatory agency; or (b) breached a fiduciary duty involving
personal profit; or (4) has been nominated by a person who would be disqualified
from serving as a Director of this Corporation under this Section 7 (1), (2) or
(3).
ARTICLE III
Officers
SECTION 1. The Board of Directors as soon as may be practicable after
the annual meeting of stockholders shall choose a Chief Executive Officer of the
Corporation, a President, one or more Vice Presidents, a Secretary and a
Treasurer and from time to time may choose such other officers as it may deem
proper. The Chairman of the Board of Directors shall be chosen from the
directors.
SECTION 2. The term of office of all officers shall be until the next
annual election of officers and until their respective successors are chosen but
any officer may be removed from office at any time by the affirmative vote of a
majority of the members of the Whole Board.
SECTION 3. Officers chosen by the Board of Directors shall have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this ARTICLE III. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
SECTION 4. The Chief Executive Officer of the Corporation shall,
subject to the control of the Board of Directors, have general power over the
management and oversight of the administration and operation of the
Corporation's business and general supervisory power and authority over its
policies and affairs. He shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.
SECTION 5. The President shall act in a general executive capacity and
shall assist the Chief Executive Officer of the Corporation in the
administration and operation of the Corporation's business and in the
supervision of its policies and affairs. During the absence or disability of the
Chief Executive Officer, the President shall have the exercise all the powers of
the Chief Executive Officer.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by the Chief Executive Officer or, in his absence, the President,
or in his absence, by such officer as has been designated by the Board of
Directors or, in his absence, by such officer or other person as is chosen at
the meeting. The Secretary or, in his absence, the General Counsel of the
Corporation or such officer as has been designated by the Board of Directors or,
in his absence, such officer or other person as is chosen by the person
presiding, shall act as secretary of each such meeting.
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SECTION 6. The Vice President or Vice Presidents shall perform the
duties of the President in his absence or during his disability to act. In
addition, the Vice Presidents shall perform the duties and exercise the powers
usually incident to their respective offices and/or such other duties and powers
as may be properly assigned to them from time to time by the Board of Directors,
the Chairman of the Board or the President.
SECTION 7. The Secretary or an Assistant Secretary shall issue notices
of meetings; shall keep their minutes, shall have charge of the seal and the
corporate books, shall perform such other duties and exercise such other powers
as are usually incident to such offices and/or such other duties and powers as
are properly assigned thereto by the Board of Directors, the Chief Executive
Officer or the President.
SECTION 8. The Treasurer shall have charge of all monies and securities
of the Corporation, other than monies and securities of any division of the
Corporation which has a treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The funds of the Corporation
shall be deposited in the name of the Corporation by the Treasurer with such
banks or trust companies as the Board of Directors or the Executive Committee
from time to time shall designate. He shall sign or countersign such instruments
as require his signature, shall perform all such duties and have all such powers
as are usually incident to such office and/or such other duties and powers as
are properly assigned to him by the Board of Directors, the Chief Executive
Officer or the President, and may be required to give bond for the faithful
performance of his duties in such sum and with such surety as may be required by
the Board of Directors.
SECTION 9. The Board of Directors may appoint one or more assistant
secretaries and one or more assistant treasurers, or one appointee to both such
positions, which officers shall have such powers and shall perform such duties
as are provided in these By-Laws or as may be assigned to them by the Board of
Directors, the Chief Executive Officer or the President.
ARTICLE IV
Certificates of Stock
---------------------
SECTION 1. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.
SECTION 2. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificate to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
SECTION 3. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful
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action, the Board of Directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which record date shall not be more than sixty nor less than ten days before
the date of any meeting of stockholders, nor more than sixty days prior to the
time for such other action as hereinbefore described; provided, however, that if
no record date is fixed by the Board of Directors, 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, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
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; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 4. The Board of Directors may determine the conditions upon
which a new certificate of stock will be issued to replace a certificate which
is alleged to have been lost, stolen, mutilated or destroyed, and the Board of
Directors may delegate to any officer of the Corporation the power to make such
determinations and to cause such replacement certificates to be issued.
ARTICLE V
Checks, Notes, Etc.
-------------------
All checks on the Corporation's bank accounts and all drafts, bills of exchange
and promissory notes, and all acceptances, obligations and other instruments for
the payment of money, shall be signed by such person or persons as shall be
thereunto authorized from time to time by the Board of Directors or by the
Committee or officer or officers of the Corporation to whom the Board shall have
delegated the power to authorize such signing; provided, however, that the
signature of any person so authorized on checks and drafts drawn on the
Corporation's dividend and special accounts may be in facsimile if the Board of
Directors or the Committee or officer or officers, whichever shall have
authorized such person to sign such checks or drafts, shall have authorized such
person to sign in facsimile; and provided further that in case notes or other
instruments for the payment of money (other than notes, bonds or debentures
issued under a trust instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons signing any such
note or other instrument may be in facsimile, and that in the case of notes,
bonds or debentures issued under a trust instrument of the Corporation and
required to be signed by two officers of the Corporation, the signatures of both
such officers may be in facsimile if specifically authorized and directed by the
Board of Directors of the Corporation and if such notes, bonds or debentures are
required to be authenticated by a corporate trustee which is a party to the
trust instrument; and provided further, that in case any person or persons who
shall have signed any such note or other instrument, either manually or in
facsimile, shall have ceased to be a person or persons so authorized to sign any
such note or other instrument, whether because of death or by reason of any
other fact or circumstance, before such note or other instrument shall have been
delivered by the Corporation, such note or other instrument may, nevertheless,
be adopted by the Corporation and be issued and delivered as though the person
or persons who so signed such note or other instrument had not ceased to be such
a person or persons.
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ARTICLE VI
Offices
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The Corporation may have offices outside of the State of Delaware at
such places as shall be determined from time to time by the directors.
ARTICLE VII
Amendments
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These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors, provided notice of the proposed change was
given in the notice of the meeting given not less than two days prior to the
meeting, or by the stockholders by the affirmative vote of the holders of at
least a majority of the voting power of all the then-outstanding shares of
Voting Stock (after giving effect to the provisions of Article FOURTH of the
Certificate of Incorporation), voting together as a single class.
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