quorum shall be present or represented. At such adjourned meeting at which a quorum shall bepresent or represented any business may be transacted which might have been transacted at theoriginal meeting. If the adjournment is for more than thirty (30) days, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at the meeting. If after theadjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting,the Board shall fix a new record date for notice of such adjourned meeting, and shall give noticeof the adjourned meeting to each stockholder of record entitled to vote at such adjourned meetingas of the record date for notice of such adjourned meeting. Notwithstanding the foregoing, where aseparate vote by a class or series or classes or series is required, a majority in voting power ofthe outstanding shares of such class or series or classes or series, present in person orrepresented by proxy, shall constitute a quorum entitled to take action with respect to that voteon that matter.     Section 5. The Chairman of the Board, or in the Chairman’s absence or at the Chairman’sdirection, the Chief Executive Officer, or in the Chief Executive Officer’s absence or at the ChiefExecutive Officer’s direction, any officer of the Corporation shall call all meetings of thestockholders to order and shall act as chairman of any such meetings. The Secretary of theCorporation or, in such officer’s absence, an Assistant Secretary shall act as secretary of themeeting. If neither the Secretary nor an Assistant Secretary is present, the chairman of themeeting shall appoint a secretary of the meeting. The Board may adopt such rules and regulationsfor the conduct of the meeting of stockholders as it shall deem appropriate. Unless otherwisedetermined by the Board prior to the meeting, the chairman of the meeting shall determine the orderof business and shall have the authority in his or her discretion to regulate the conduct of anysuch meeting, including, without limitation, convening the meeting and adjourning the meeting(whether or not a quorum is present), announcing the date and time of the opening and the closingof the polls for each matter upon which the stockholders will vote, imposing restrictions on thepersons (other than stockholders of record of the Corporation or their duly appointed proxies) whomay attend any such meeting, establishing procedures for the dismissal of business not properlypresented, maintaining order at the meeting and safety of those present, restricting entry to themeeting after the time fixed for commencement thereof and limiting the circumstances in which anyperson may make a statement or ask questions at any meeting of stockholders.     Section 6. At all meetings of stockholders, any stockholder entitled to vote thereat shallbe entitled to vote in person or by proxy, but no proxy shall be voted after three years from itsdate, unless such proxy provides for a longer period. Without limiting the manner in which astockholder may authorize another person or persons to act for the stockholder as proxy pursuant tothe General Corporation Law of the State of Delaware (the “DGCL”), the following shall constitute avalid means by which a stockholder may grant such authority: (1) a stockholder may execute awriting authorizing another person or persons to act for the stockholder as proxy, and execution ofthe writing may be accomplished by the stockholder or the stockholder’s authorized officer,director, employee or agent signing such writing or causing his or her signature to be affixed tosuch writing by any reasonable means including, but not limited to, by facsimile signature; or (2)a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of atelegram, cablegram, or other means of electronic transmission to the person who will be the holderof the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly
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authorized by the person who will be the holder of the proxy to receive such transmission, providedthat any such telegram, cablegram or other means of electronic transmission must either set forthor be submitted with information from which it can be determined that the telegram, cablegram orother electronic transmission was authorized by the stockholder. If it is determined that suchtelegrams, cablegrams or other electronic transmissions are valid, the inspector or inspectors ofstockholder votes or, if there are no such inspectors, such other persons making that determinationshall specify the information upon which they relied.     A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as,it is coupled with an interest sufficient in law to support an irrevocable power. A stockholdermay revoke any proxy which is not irrevocable by attending the meeting and voting in person or bydelivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing alater date.     Any copy, facsimile telecommunication or other reliable reproduction of the writing ortransmission created pursuant to the preceding paragraph of this Section 6 may be substituted orused in lieu of the original writing or transmission for any and all purposes for which theoriginal writing or transmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction of the entire originalwriting or transmission.     Proxies shall be filed with the secretary of the meeting prior to or at the commencement ofthe meeting to which they relate.     Section 7. When a quorum is present at any meeting, the vote of the holders of a majority ofthe votes cast shall decide any question brought before such meeting, unless the question is oneupon which by express provision of the certificate of incorporation of the Corporation, theseBy-Laws or the DGCL a different vote is required, in which case such express provision shall governand control the decision of such question. Notwithstanding the foregoing, where a separate vote bya class or series or classes or series is required and a quorum is present, the affirmative vote ofa majority of the votes cast by shares of such class or series or classes or series shall be theact of such class or series or classes or series, unless the question is one upon which by expressprovision of the certificate of incorporation of the Corporation, these By-Laws or the DGCL adifferent vote is required, in which case such express provision shall govern and control thedecision of such question.     Section 8. (A) In order that the Corporation may determine the stockholdersentitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix arecord date, which record date shall not precede the date upon which the resolution fixing therecord date is adopted by the Board, and which record date shall, unless otherwise required by law,not be more than sixty nor less than ten days before the date of such meeting. If the Board sofixes a date, such date shall also be the record date for determining the stockholders entitled tovote at such meeting unless the Board determines, at the time it fixes such record date, that alater date on or before the date of the meeting shall be the date for making such determination.If no record date is fixed by the Board, the record date for determining stockholders entitled tonotice of or to vote at a meeting of stockholders shall be at the close of business on the day nextpreceding the day on which notice is given, or, if notice is waived, at the close of business onthe
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day next preceding the day on which the meeting is held. A determination of stockholders ofrecord entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournmentof the meeting; *provided, however*, that the Board may fix a new record date for determination ofstockholders entitled to vote at the adjourned meeting, and in such case shall also fix as therecord date for stockholders entitled to notice of such adjourned meeting the same or an earlierdate as that fixed for determination of stockholders entitled to vote in accordance herewith at theadjourned meeting.     (B) In order that the Corporation may determine the stockholders entitled to receive paymentof any dividend or other distribution or allotment of any rights, or entitled to exercise anyrights in respect of any change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board may fix a record date, which shall not be more than sixty (60) days priorto such other action. If no such record date is fixed, the record date for determiningstockholders for any such purpose shall be at the close of business on the day on which the Boardadopts the resolution relating thereto.     Section 9. At any time when the certificate of incorporation of the Corporation permitsaction by one or more classes of stockholders of the Corporation to be taken by written consent,the provisions of this section shall apply. All consents properly delivered in accordance with thecertificate of incorporation of the Corporation, this section and the DGCL shall be deemed to berecorded when so delivered. No written consent shall be effective to take the corporate actionreferred to therein unless, within sixty (60) days of the earliest dated consent delivered to theCorporation as required by this section, written consents signed by the holders of a sufficientnumber of shares to take such corporate action are so recorded. Prompt notice of the taking of thecorporate action without a meeting by less than unanimous written consent shall be given to thosestockholders who have not consented in writing and who, if the action had been taken at a meeting,would have been entitled to notice of the meeting if the record date for notice of such meeting hadbeen the date that written consents signed by a sufficient number of holders to take the actionwere delivered to the Corporation. Any action taken pursuant to such written consent or consentsof the stockholders shall have the same force and effect as if taken by the stockholders at ameeting thereof. In order that the Corporation may determine the stockholders entitled to consentto corporate action in writing without a meeting, the Board may fix a record date, which recorddate shall not precede the date upon which the resolution fixing the record date is adopted by theBoard, and which date shall not be more than ten (10) days after the date upon which the resolutionfixing the record date is adopted by the Board. If no record date has been fixed by the Board, therecord date for determining stockholders entitled to consent to corporate action in writing withouta meeting, when no prior action by the Board is required by statute, shall be the first date onwhich a signed written consent setting forth the action taken or proposed to be taken is deliveredto the Corporation by delivery to its registered office in the State of Delaware, its principalplace of business, or an officer or agent of the Corporation having custody of the book in whichproceedings of meetings of stockholders are recorded. If no record date has been fixed by theBoard and prior action by the Board is required by statute, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts theresolution taking such prior action.
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     Section 10. The officer who has charge of the stock ledger of the Corporation shall prepareand make at least ten (10) days before every meeting of stockholders, a complete list of thestockholders entitled to vote at the meeting (*provided, however*, if the record date for determiningthe stockholders entitled to vote is less than ten days before the date of the meeting, the listshall reflect the stockholders entitled to vote as of the tenth day before the meeting date),arranged in alphabetical order, and showing the address of each stockholder and the number ofshares registered in the name of each stockholder. Such list shall be open to the examination ofany stockholder for any purpose germane to the meeting for a period of at least ten (10) days priorto the meeting: (i) on a reasonably accessible electronic network, provided that the informationrequired to gain access to such list is provided with the notice of the meeting, or (ii) duringordinary business hours, at the principal place of business of the Corporation. In the event thatthe Corporation determines to make the list available on an electronic network, the Corporation maytake reasonable steps to ensure that such information is available only to stockholders of theCorporation. If the meeting is to be held at a place, then a list of stockholders entitled to voteat the meeting shall be produced and kept at the time and place of the meeting during the wholetime thereof, and may be inspected by any stockholder who is present. If the meeting is to be heldsolely by means of remote communication, then the list shall also be open to the examination of anystockholder during the whole time of the meeting on a reasonably accessible electronic network, andthe information required to access such list shall be provided with the notice of the meeting.     Section 11. The Board, in advance of all meetings of the stockholders, may appoint one ormore inspectors of stockholder votes, who may be employees or agents of the Corporation orstockholders or their proxies, but not directors of the Corporation or candidates for election asdirectors. In the event that the Board fails to so appoint one or more inspectors of stockholdervotes or, in the event that one or more inspectors of stockholder votes previously designated bythe Board fails to appear or act at the meeting of stockholders, the chairman of the meeting mayappoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectorsof stockholder votes appointed to act at any meeting of the stockholders, before entering upon thedischarge of their duties, shall take and sign an oath to faithfully execute the duties ofinspector of stockholder votes with strict impartiality and according to the best of their abilityand the oath so taken shall be subscribed by them. Inspectors of stockholder votes shall, subjectto the power of the chairman of the meeting to open and close the polls, take charge of the polls,and, after the voting, shall make a certificate of the result of the vote taken.     Section 12. (A) Annual Meetings of Stockholders. (1) Nominations of persons forelection to the Board and the proposal of other business to be considered by the stockholders maybe made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice ofmeeting (or any supplement thereto) delivered pursuant to Article I, Section 3 of these By-Laws,(b) by or at the direction of the Board or any committee thereof or (c) by any stockholder of theCorporation who is entitled to vote on such election or such other business at the meeting, whocomplied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) ofthis By-Law and who was a stockholder of record at the time such notice is delivered to theSecretary of the Corporation.     (2) For nominations or other business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writing to the
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Secretary of the Corporation, and, in the case of business other than nominations of persons for election to theBoard, such other business must be a proper matter for stockholder action. To be timely, astockholder’s notice shall be delivered to the Secretary at the principal executive offices of theCorporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to thefirst anniversary of the preceding year’s annual meeting; provided, however, that in the event thatthe date of the annual meeting is advanced by more than twenty (20) days, or delayed by more thanseventy (70) days, from such anniversary date, notice by the stockholder to be timely must be sodelivered not earlier than the 120th day prior to such annual meeting and not later than the closeof business on the later of the 90th day prior to such annual meeting or the tenth day followingthe day on which public announcement of the date of such meeting is first made. For purposes ofthe application of Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (or any successor provision), the date for notice specified in this paragraph (A)(2) shall bethe earlier of the date calculated as hereinbefore provided or the date specified in paragraph(c)(1) of Rule 14a-4. For purposes of the first annual meeting following the adoption of theseBy-Laws, the date of the first anniversary of the preceding year’s annual meeting shall be deemedto be May 20, 2012.     Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposesto nominate for election or re-election as a director all information relating to such person thatis required to be disclosed in solicitations of proxies for election of directors, or is otherwiserequired, in each case pursuant to Section 14(a) of the Exchange Act and the rules and regulationspromulgated thereunder, including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected; (b) as to any other business thatthe stockholder proposes to bring before the meeting, a brief description of the business desiredto be brought before the meeting, the text of the proposal or business (including the text of anyresolutions proposed for consideration and, in the event that such business includes a proposal toamend these By-Laws, the language of the proposed amendment), the reasons for conducting suchbusiness at the meeting and any material interest in such business of such stockholder and thebeneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder givingthe notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i)the name and address of such stockholder, as they appear on the Corporation’s books, and of suchbeneficial owner, (ii) the class or series and number of shares of the Corporation which are ownedbeneficially and of record by such stockholder and such beneficial owner, (iii) a representationthat the stockholder intends to appear in person or by proxy at the meeting to propose suchbusiness or nomination, (iv) a representation whether the stockholder or the beneficial owner, ifany, intends or is part of a group which intends (A) to deliver a proxy statement and/or form ofproxy to holders of at least the percentage of the Corporation’s outstanding capital stock requiredto approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies fromstockholders in support of such proposal or nomination and (v) any other information relating tosuch stockholder and beneficial owner, if any, required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxies for, as applicable,the proposal and/or for the election of directors in an election contest pursuant to and inaccordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement,arrangement or understanding with respect to the nomination or proposal and/or the voting of sharesof any class or series of stock of the Corporation between or among the stockholder giving
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the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any oftheir respective affiliates or associates and/or any others acting in concert with any of theforegoing (collectively, “proponent persons”); and (e) a description of any agreement, arrangementor understanding (including without limitation any contract to purchase or sell, acquisition orgrant of any option, right or warrant to purchase or sell, swap or other instrument) the intent oreffect of which may be (i) to transfer to or from any proponent person, in whole or in part, any ofthe economic consequences of ownership of any security of the Corporation, (ii) to increase ordecrease the voting power of any proponent person with respect to shares of any class or series ofstock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, withthe opportunity to profit or share in any profit derived from, or to otherwise benefit economicallyfrom, any increase or decrease in the value of any security of the Corporation. A stockholderproviding notice of a proposed nomination for election to the Board or other business proposed tobe brought before a meeting (whether given pursuant to this paragraph (A)(2) or paragraph (B) ofthis By-Law) shall update and supplement such notice from time to time to the extent necessary sothat the information provided or required to be provided in such notice shall be true and correctas of the record date for the meeting and as of the date that is fifteen (15) days prior to themeeting or any adjournment or postponement thereof; such update and supplement shall be deliveredin writing to the Secretary at the principal executive offices of the Corporation not later thanfive (5) days after the record date for the meeting (in the case of any update and supplementrequired to be made as of the record date), and not later than ten (10) days prior to the date forthe meeting or any adjournment or postponement thereof (in the case of any update and supplementrequired to be made as of fifteen (15) days prior to the meeting or any adjournment or postponementthereof). The Corporation may require any proposed nominee to furnish such other information as itmay reasonably require to determine the eligibility of such proposed nominee to serve as a directorof the Corporation.     (3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to thecontrary, in the event that the number of directors to be elected to the Board is increased,effective after the time period for which nominations would otherwise be due under paragraph (A)(2)of this By-Law, and there is no public announcement naming all of the nominees for director orspecifying the size of the increased Board made by the Corporation at least eighty (80) days priorto the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required bythis By-Law shall also be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to the Secretary at the principalexecutive offices of the Corporation not later than the close of business on the tenth dayfollowing the day on which a public announcement of such increase is first made by the Corporation;provided that, if no such announcement is made at least ten (10) days before the meeting, then nosuch notice shall be required.     (B) Special Meetings of Stockholders. Only such business shall be conducted at a specialmeeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’snotice of meeting pursuant to Article I, Section 3 of these By-Laws. Nominations of persons forelection to the Board may be made at a special meeting of stockholders at whichdirectors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at thedirection of the Board or a committee thereof (or stockholders pursuant to Article I, Section 2 ofthese By-Laws and Article VII of the certificate of incorporation of the Corporation) or (b)
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provided that the Board (or stockholders pursuant to Article I, Section 2 of these By-Laws andArticle VII of the certificate of incorporation of the Corporation) has determined that directorsshall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote onsuch election at the meeting, who complies with the notice procedures set forth in this By-Law andwho is a stockholder of record at the time such notice is delivered to the Secretary of theCorporation. The proposals by stockholders of other business to be conducted at a special meetingof stockholders may be made only in accordance with Article I, Section 2 of these By-Laws andArticle VII of the certificate of incorporation of the Corporation. In the event the Corporationcalls a special meeting of stockholders for the purpose of electing one or more directors to theBoard, any such stockholder entitled to vote in such election of directors may nominate a person orpersons (as the case may be) for election to such position(s) as specified in the Corporation’snotice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this By-Law shallbe delivered to the Secretary at the principal executive offices of the Corporation not earlierthan the 120th day prior to such special meeting and not later than the close of business on thelater of the 90th day prior to such special meeting or the tenth day following the day on whichpublic announcement is first made of the date of the special meeting and of the nominees proposedby the Board to be elected at such meeting.     (C) General. (1) Only persons who are nominated in accordance with the procedures set forthin this By-Law shall be eligible to serve as directors and only such business shall be conducted ata meeting of stockholders as shall have been brought before the meeting in accordance with theprocedures set forth in this By-Law. Except as otherwise provided by law, the certificate ofincorporation of the Corporation or these By-Laws, the chairman of the meeting shall have the powerand duty to determine whether a nomination or any business proposed to be brought before themeeting was made in accordance with the procedures set forth in this By-Law and, if any proposednomination or business is not in compliance with this By-Law, to declare that such defectivenomination shall be disregarded or that such proposed business shall not be transacted.     Notwithstanding the foregoing provisions of this Section 12, if the stockholder (or aqualified representative of the stockholder) does not appear at the annual or special meeting ofstockholders of the Corporation to present a nomination or business, such nomination shall bedisregarded and such proposed business shall not be transacted, notwithstanding that proxies inrespect of such vote may have been received by the Corporation. For purposes of this Section 12, tobe considered a qualified representative of the stockholder, a person must be a duly authorizedofficer, manager or partner of such stockholder or must be authorized by a writing executed by suchstockholder or an electronic transmission delivered by such stockholder to act for such stockholderas proxy at the meeting of stockholders and such person must produce such writing or electronictransmission, or a reliable reproduction of the writing or electronic transmission, at the meetingof stockholders.     (2) For purposes of this By-Law, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, Associated Press or comparablenational news service or in a document publicly filed or furnished by the Corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
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     (3) For purposes of this By-Law, no adjournment or postponement or notice of adjournment orpostponement of any meeting shall be deemed to constitute a new notice of such meeting for purposesof this Section 12, and in order for any notification required to be delivered by a stockholderpursuant to this Section 12 to be timely, such notification must be delivered within the periodsset forth above with respect to the originally scheduled meeting.     (4) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also complywith all applicable requirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters set forth in this By-Law; provided however, that any references in theseBy-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended toand shall not limit any requirements applicable to nominations or proposals as to any otherbusiness to be considered pursuant to this By-Law (including paragraphs (A)(1)(c) and (B) hereof),and compliance with paragraphs (A)(1)(c) and (B) of this By-Law shall be the exclusive means for astockholder to make nominations or submit other business. Nothing in this By-Law shall apply to theright, if any, of the holders of any series of Preferred Stock (as defined in the certificate ofincorporation of the Corporation) to elect directors pursuant to any applicable provisions of thecertificate of incorporation of the Corporation.**ARTICLE II.****BOARD OF DIRECTORS**     Section 1. The Board shall consist, subject to the certificate of incorporation of theCorporation, of such number of directors as shall from time to time be fixed exclusively byresolution adopted by the Board. Directors shall (except as hereinafter provided for the fillingof vacancies and newly created directorships) be elected by the holders of a plurality of the votescast by the holders of shares present in person or represented by proxy at the meeting and entitledto vote on the election of such directors. A majority of the total number of directors then inoffice (but not less than one-third of the number of directors constituting the entire Board) shallconstitute a quorum for the transaction of business. Except as otherwise provided by law, theseBy-Laws or by the certificate of incorporation of the Corporation, the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act of the Board.Directors need not be stockholders.     Section 2. Subject to the certificate of incorporation of the Corporation, unless otherwiserequired by the DGCL or Article II, Section 4 of these By-Laws, any newly created directorship onthe Board that results from an increase in the number of directors and any vacancy occurring in theBoard shall be filled only by a majority of the directors then in office, although less than aquorum, or by a sole remaining director.     Section 3. Meetings of the Board shall be held at such place, if any, within or without theState of Delaware as may from time to time be fixed by resolution of the Board or as may bespecified in the notice of any meeting. Regular meetings of the Board shall be held atsuch times as may from time to time be fixed by resolution of the Board and special meetingsmay be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer,by oral or written notice, including telegraph, telex or transmission of a telecopy, e-mail
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or other means of electronic transmission, duly served on or sent and delivered to each director tosuch director’s address, e-mail address or telephone or telecopy number as shown on the books ofthe Corporation not less than twenty-four (24) hours before the meeting. The notice of any meetingneed not specify the purposes thereof. A meeting of the Board may be held without noticeimmediately after the annual meeting of stockholders at the same place, if any, at which suchmeeting is held. Notice need not be given of regular meetings of the Board held at times fixed byresolution of the Board. Notice of any meeting need not be given to any director who shall attendsuch meeting (except when the director attends a meeting for the express purpose of objecting atthe beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened), or who shall waive notice thereof, before or after such meeting, inwriting (including by electronic transmission).     Section 4. Notwithstanding the foregoing, whenever the holders of any one or more series ofPreferred Stock issued by the Corporation shall have the right, voting separately as a series orseparately as a class with one or more such other series, to elect directors at an annual orspecial meeting of stockholders, the election, term of office, removal, and other features of suchdirectorships shall be governed by the terms of the certificate of incorporation of the Corporation(including any certificate of designation relating to any series of Preferred Stock) applicablethereto. The number of directors that may be elected by the holders of any such series ofPreferred Stock shall be in addition to the number fixed pursuant to the certificate ofincorporation of the Corporation and these By-Laws. Except as otherwise expressly provided in theterms of such series, the number of directors that may be so elected by the holders of any suchseries of stock shall be elected for terms expiring at the next annual meeting of stockholders, andvacancies among directors so elected by the separate vote of the holders of any such series ofPreferred Stock shall be filled by the affirmative vote of a majority of the remaining directorselected by such series, or, if there are no such remaining directors, by the holders of such seriesin the same manner in which such series initially elected a director.     Section 5. If at any meeting for the election of directors, the Corporation has outstandingmore than one class of stock, and one or more such classes or series thereof are entitled to voteseparately as a class to elect directors, and there shall be a quorum of only one such class orseries of stock, that class or series of stock shall be entitled to elect its quota of directorsnotwithstanding absence of a quorum of the other class or series of stock.     Section 6. The Board may from time to time establish one or more committees of the Board toserve at the pleasure of the Board, which shall be comprised of such members of the Board and havesuch duties as the Board shall from time to time determine. Any director may belong to any numberof committees of the Board. The Board may also establish such other non-Board committees with suchmembers (whether or not directors) and with such duties as the Board may from time to timedetermine. The Board may designate one or more directors as alternate members of any committee,who may replace any absent or disqualified member at any meeting of the committee. In the absenceor disqualification of a member of a committee, the member or members present at any meeting andnot disqualified from voting, whether or not such member or members constitute a quorum, mayunanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Unlessotherwise provided in the certificate of incorporation of the Corporation, these By-Laws or theresolution of the Board designating the committee, a committee may create one or more
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subcommittees, each subcommittee to consist of one or more members of the committee, and delegateto a subcommittee any or all of the powers and authority of the committee.     Section 7. Unless otherwise restricted by the certificate of incorporation of theCorporation or these By-Laws, any action required or permitted to be taken at any meeting of theBoard or of any committee thereof may be taken without a meeting if all members of the Board orcommittee, as the case may be, consent thereto in writing (including by electronic transmission),and the writing or writings (including any electronic transmissions) are filed with the minutes ofproceedings of the Board.     Section 8. The members of the Board or any committee thereof may participate in a meeting ofsuch Board or committee, as the case may be, by means of conference telephone or othercommunications equipment by means of which all persons participating in the meeting can hear eachother, and participation in a meeting pursuant to this subsection shall constitute presence inperson at such a meeting.     Section 9. The Board may establish policies for the compensation of directors and for thereimbursement of the expenses of directors, in each case, in connection with services provided bydirectors to the Corporation.**ARTICLE III.****OFFICERS**     Section 1. The Board, at its next meeting following each annual meeting of the stockholders,shall elect officers of the Corporation, including a Chief Executive Officer and a Secretary. TheBoard may also from time to time elect such other officers (including, without limitation, a ChiefFinancial Officer, a Chief Operating Officer, a General Counsel, one or more Vice Presidents, aTreasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or moreAssistant Treasurers) as it may deem proper or may delegate to any elected officer of theCorporation the power to appoint and remove any such other officers and to prescribe theirrespective terms of office, authorities and duties. Any Vice President may be designatedExecutive, Senior or Corporate, or may be given such other designation or combination ofdesignations as the Board or the Chief Executive Officer may determine. Any two or more officesmay be held by the same person. The Board may also elect or appoint a Chairman of the Board, whomay or may not also be an officer of the Corporation. The Board may elect or appoint co-Chairmenof the Board, co-Presidents or co-Chief Executive Officers and, in such case, references in theseBy-Laws to the Chairman of the Board, the President or the Chief Executive Officer shall refer toeither such co-Chairman of the Board, co-President or co-Chief Executive Officer, as the case maybe.     Section 2. All officers of the Corporation elected by the Board shall hold office for suchterms as may be determined by the Board or, except with respect to his or her own office, the ChiefExecutive Officer, or until their respective successors are chosen and qualified or until his or her earlier resignation or removal. Any officer may be removed from office atany time either with or without cause by affirmative vote of a majority of the members of the Board
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then in office, or, in the case of appointed officers, by any elected officer upon whom such powerof removal shall have been conferred by the Board.     Section 3. Each of the officers of the Corporation elected by the Board or appointed by anofficer in accordance with these By-Laws shall have the powers and duties prescribed by law, bythese By-Laws or by the Board and, in the case of appointed officers, the powers and dutiesprescribed by the appointing officer, and, unless otherwise prescribed by these By-Laws or by theBoard or such appointing officer, shall have such further powers and duties as ordinarily pertainto that office.     Section 4. Unless otherwise provided in these By-Laws, in the absence or disability of anyofficer of the Corporation, the Board or the Chief Executive Officer may, during such period,delegate such officer’s powers and duties to any other officer or to any director and the person towhom such powers and duties are delegated shall, for the time being, hold such office.**ARTICLE IV.****INDEMNIFICATION AND ADVANCEMENT OF EXPENSES**     Section 1. To the fullest extent permitted by the DGCL as it presently exists or mayhereafter be amended, the Corporation shall indemnify any person (and such person’s heirs,executors or administrators) who was or is made or is threatened to be made a party to or isotherwise involved in any threatened, pending or completed action, suit or proceeding (brought inthe right of the Corporation or otherwise), whether civil, criminal, administrative orinvestigative, and whether formal or informal, including any appeals therefrom, by reason of thefact that such person, or a person for whom such person was the legal representative, is or was adirector or officer of the Corporation or, while a director or officer of the Corporation, is orwas serving at the request of the Corporation as a director, officer, partner, trustee, employee oragent of another corporation, partnership, joint venture, trust, limited liability company,nonprofit entity or other enterprise, for and against all loss and liability suffered and expenses(including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred bysuch person or such heirs, executors or administrators in connection with such action, suit orproceeding, including appeals. Notwithstanding the preceding sentence, except as otherwiseprovided in Article IV, Section 3 of these By-Laws, the Corporation shall be required to indemnifya person described in such sentence in connection with any action, suit or proceeding (or partthereof) commenced by such person only if the commencement of such action, suit or proceeding (orpart thereof) by such person was authorized by the Board.     Section 2. To the fullest extent permitted by the DGCL, the Corporation shall promptly payexpenses (including attorneys’ fees) incurred by any person described in Article IV, Section 1 ofthese By-Laws in appearing at, participating in or defending any action, suit or proceeding inadvance of the final disposition of such action, suit or proceeding, including appeals, uponpresentation of an undertaking on behalf of such person to repay such amount if it shall ultimatelybe determined that such person is not entitled to be indemnified under this Article IV or otherwise. Such undertaking shall be accepted without reference to thefinancial ability of the indemnitee to make repayment. Notwithstanding the preceding sentence,except as
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otherwise provided in Article IV, Section 3 of these By-Laws, the Corporation shall berequired to pay expenses of a person described in such sentence in connection with any action, suitor proceeding (or part thereof) commenced by such person only if the commencement of such action,suit or proceeding (or part thereof) by such person was authorized by the Board.     Section 3. If a claim for indemnification (following the final disposition of such action,suit or proceeding) or advancement of expenses under this Article IV is not paid in full withinthirty (30) days after a written claim therefor by any person described in Article IV, Section 1 ofthese By-Laws has been received by the Corporation, such person may file suit to recover the unpaidamount of such claim and, if successful in whole or in part, shall be entitled to be paid theexpense of prosecuting such claim. In any such action the Corporation shall have the burden ofproving that such person is not entitled to the requested indemnification or advancement ofexpenses under applicable law.     Section 4. To the fullest extent permitted by the DGCL, the Corporation may purchase andmaintain insurance on behalf of any person described in Article IV, Section 1 of these By-Lawsagainst any liability asserted against such person, whether or not the Corporation would have thepower to indemnify such person against such liability under the provisions of this Article IV orotherwise.     Section 5. The rights of indemnification provided in this Article IV shall neither beexclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be orbecome entitled or permitted by contract, the certificate of incorporation of the Corporation,these By-Laws, vote of stockholders or directors or otherwise, or as a matter of law, both as toactions in such person’s official capacity and actions in any other capacity. This Article IVshall not limit the right of the Corporation, to the extent and in the manner permitted by law, toindemnify and to advance expenses to, and purchase and maintain insurance on behalf of, personsother than persons described in Article IV, Section 1 of these By-Laws.     Section 6. The provisions of this Article IV shall be applicable to all actions, claims,suits or proceedings made or commenced after the adoption hereof, whether arising from acts oromissions to act occurring before or after its adoption. The provisions of this Article IV shallbe deemed to be a contract between the Corporation and each director or officer (or legalrepresentative thereof) who serves in such capacity at any time while this Article IV and therelevant provisions of the DGCL and other applicable law, if any, are in effect, and anyalteration, amendment or repeal of this Article IV shall not affect any rights or obligations thenexisting with respect to any state of facts or any action, suit or proceeding then or theretoforeexisting, or any action, suit or proceeding thereafter brought or threatened based in whole or inpart on any such state of facts.     Section 7. If any provision of this Article IV shall be found to be invalid or limited inapplication by reason of any law or regulation, it shall not affect the validity of the remainingprovisions hereof, and this Article IV shall be construed as if such invalid or unenforceableprovisions had been omitted therefrom.     Section 8. For purposes of this Article IV, references to “other enterprises” shall includeemployee benefit plans; references to “fines” shall include any excise taxes assessed on a
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person with respect to an employee benefit plan; references to “serving at the request of the Corporation”shall include any service as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves services by, such director, officer, employee, or agent with respectto an employee benefit plan, its participants, or beneficiaries.**ARTICLE V.****CORPORATE BOOKS**     The books of the Corporation may be kept inside or outside of the State of Delaware at suchplace or places as the Board may from time to time determine.**ARTICLE VI.****CHECKS, NOTES, PROXIES, ETC.**     All checks and drafts on the Corporation’s bank accounts and all bills of exchange andpromissory notes, and all acceptances, obligations and other instruments for the payment of money,shall be signed by such officer or officers or agent or agents as shall be authorized from time totime by the Board or such officer or officers who may be delegated such authority. Proxies to voteand consents with respect to securities of other corporations owned by or standing in the name ofthe Corporation may be executed and delivered from time to time on behalf of the Corporation by theChairman of the Board, the Chief Executive Officer, or by such officers as the Chairman of theBoard, the Chief Executive Officer or the Board may from time to time determine.**ARTICLE VII.****FISCAL YEAR**     The fiscal year of the Corporation shall be, unless otherwise determined by resolution of theBoard, the calendar year ending on December 31.**ARTICLE VIII.****CORPORATE SEAL**     The corporate seal shall have inscribed thereon the name of the Corporation. In lieu of thecorporate seal, when so authorized by the Board or a duly empowered committee thereof, a facsimilethereof may be impressed or affixed or reproduced.
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**ARTICLE IX.****GENERAL PROVISIONS**     Section 1. Whenever notice is required to be given by law or under any provision of thecertificate of incorporation of the Corporation or these By-Laws, notice of any meeting need not begiven to any person who shall attend such meeting (except when the person attends a meeting for theexpress purpose of objecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened), or who shall waive notice thereof, beforeor after such meeting, in writing (including by electronic transmission).     Section 2. Section headings in these By-Laws are for convenience of reference only and shallnot be given any substantive effect in limiting or otherwise construing any provision herein.     Section 3. In the event that any provision of these By-Laws is or becomes inconsistent withany provision of the certificate of incorporation of the Corporation or the DGCL, the provision ofthese By-laws shall not be given any effect to the extent of such inconsistency but shall otherwisebe given full force and effect.**ARTICLE X.****AMENDMENTS**     These By-Laws may be made, amended, altered, changed, added to or repealed as set forth in thecertificate of incorporation of the Corporation.
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