SIXTH. (1) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the by-laws of the Corporation. (2) The number of Directors of the Corporation shall be fixed by, or in the manner provided in, the by-laws; provided that such number of Directors shall not be less than three. (3) Elections of Directors need not be by written ballot unless the by-laws of the Corporation shall so provide. (4) A director of this Corporation shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for those specific breaches and acts or omissions with respect to which the Delaware General Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of directors. The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he (or she) is or was a Director or officer of the Corporation. The Board of Directors shall have full authority as contemplated by paragraph (1) of this Article SIXTH, to implement the mandatory indemnification hereby provided by means of appropriate provisions in the Corporation's By-Laws. NOTE: Paragraph (4) is set forth as amended by the stockholders on May 12, 1987. (5) The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of, or participant in, another corporation, partnership, joint venture, trust and other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to -2- indemnify him against such liability under the provisions of paragraph (4) above or otherwise. (6) (a) Except as set forth in subparagraph (d) of this paragraph (6), the affirmative vote or consent of the holders of four-fifths of all classes of stock of the Corporation entitled to vote in elections of directors considered for the purposes of this paragraph (6) as one class, shall be required (i) for the adoption of any agreement for the merger or consolidation of the Corporation with or into any other corporation, or (ii) to authorize any sale or lease of all or any substantial part of the assets of the Corporation to, or any sale or lease to the Corporation or any subsidiary thereof in exchange for securities of the Corporation of any assets (except assets having an aggregate fair market value of less than $10,000,000) of, any other corporation, person or other entity, if, in either case, as of the record date for the determination of the stockholders of the Corporation entitled to notice thereof and to vote thereon or consent thereto such other corporation, person or entity is the beneficial owner, directly or indirectly, of more than 10% of the outstanding shares of stock of the Corporation entitled to vote in elections of directors, considered for the purposes of -3- this paragraph (6) as one class. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the stock of the Corporation otherwise required by law or any agreement between the Corporation and any national securities exchange. (b) For the purposes of this paragraph (6), (i) any corporation, person or other entity shall be deemed to be the beneficial owner of any shares of stock of the Corporation (A) which it has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, or (B) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (A) above), by any other corporation, person or entity with which it or its "affiliate", or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of the Corporation, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on January 1, 1969, and (ii) the outstanding shares of any class of stock of the Corporation shall include shares deemed owned through application of -4- clauses (A) and (B) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. (c) The Board of Directors shall have the power and duty to determine for the purposes of this paragraph (6), on the basis of information known to the Corporation, whether (i) such other corporation, person or other entity beneficially owns more than 10% of the outstanding shares of stock of the Corporation entitled to vote in elections of directors, (ii) a corporation, person, or entity is an "affiliate" or "associate" (as defined above) of another, (iii) the assets being acquired by the Corporation, or any subsidiary thereof, have an aggregate fair market value of less than $10,000,000, and (iv) a memorandum of understanding or a letter of intent referred to below is substantially consistent with the transaction covered thereby. Any such determination shall be conclusive and binding for all purposes of this paragraph (6). (d) The provisions of this paragraph (6) shall not be applicable to (i) any merger or consolidation of the Corporation with or into any other corporation, or any -5- sale or lease of all or any substantial part of the assets of the Corporation to, or any sale or lease to the Corporation or any subsidiary thereof in exchange for securities of the Corporation of any assets of, any corporation if the Board of Directors of the Corporation shall by resolution have approved a memorandum of understanding or a letter of intent with such other corporation with respect to and substantially consistent with such transaction prior to the time that such other corporation shall have been a holder of more than 10% of the outstanding shares of stock of the Corporation entitled to vote in elections of directors; or (ii) any merger or consolidation of the Corporation with, or any sale or lease to the Corporation or any subsidiary thereof of any of the assets of, any corporation of which a majority of the outstanding shares of all classes of stock entitled to vote in elections of directors is owned of record or beneficially by the Corporation and its subsidiaries. (e) No amendment to the Certificate of Incorporation of the Corporation shall amend, alter, change or repeal any of the provisions of this paragraph (6), unless the amendment affecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent -6- of the holders of four-fifths of all classes of stock of the Corporation entitled to vote in elections of directors, considered for the purposes of this paragraph (6) as one class. -7-