Section 5. List of Stockholders. It shall be the duty of the Secretary or otherofficer of the Corporation who shall have charge of the stock ledger to prepare and make, at leastten days before every meeting of the stockholders, a complete list of the stockholders entitled tovote thereat, arranged inalphabetical order, and showing the address of each stockholder and the number of shares registeredin his name. Such list shall be open to the examination of any stockholder, for any purpose germaneto the meeting, during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held, which place shall bespecified in the notice of the meeting, or, if not so specified, at the place where the meeting isto be held. The list shall be kept and produced at the time and place of the meeting during thewhole time thereof and subject to the inspection of any stockholder who may be present. Theoriginal or duplicate ledger shall be the only evidence as to who are the stockholders entitled toexamine such list or the books of the Corporation or to vote inperson or by proxy at such meeting.Section 6. Quorum. At each meeting of the stockholders, the holders of record of suchnumber of the issued and outstanding shares of stock of the Corporation representing at least 50%of the total number of votes entitled to be voted at such meeting, present in person or by proxy,shall constitute a quorum for the transaction of business, except where otherwise provided by law,the Certificate of Incorporation of the Corporation or these Bylaws. In the absence of a quorum,any officer entitled to preside at, or act as secretary of, such meeting shall have the power toadjourn the meeting from time to time untila quorum shall be constituted.Section 7. Voting. Unless otherwise provided in the Certificate of Incorporation ofthe Corporation, every stockholder of record who is entitled to vote shall at every meeting of thestockholders be entitled to one vote for each share of stock held by him on the record date;provided, that shares of its own stock belonging to the Corporation or to another corporation, if amajority of the shares entitled to vote in the election of directors of such other corporation isheld by the Corporation, shall neither be entitled to vote nor counted for quorum purposes. Nothingin this section shall be construed as limiting the right of the Corporation to vote its own stockheld by it in a fiduciary capacity. At all meetings of the stockholders, a quorum being present,all matters shall be decided by majority of the number of votes with respect tothe shares of stock held by stockholders present in person or by proxy, except as otherwiserequired by law or the Certificate of Incorporation of the Corporation. Unless demanded by astockholder of the Corporation present in person or by proxy at any meeting of the stockholders andentitled to vote thereat or so directed by the chairman of the meeting or required by law, the votethereat on any question need not be by written ballot. On a vote by written ballot, each ballotshall be signed by the stockholder voting, or in his name by his proxy, if there be such proxy, andshall state the number of shares voted by him and the number of votes to which each share isentitled.Section 8. Proxies. Each stockholder entitled to vote at a meeting of stockholders orto express consent to corporate action in writing without a meeting may authorize another person orpersons to act for him by proxy. A proxy acting for any stockholder shall be duly appointed by aninstrument in writing subscribed by such stockholder. No proxy shall be valid after the expirationof three years from the date thereof unless the proxy provides for a longer period.Section 9. Action Without a Meeting. Any action required to be taken at any annual orspecial meeting of stockholders or any action which may be taken at any annual or special meetingof stockholders may be taken without a meeting, without prior notice and without a vote, if aconsent in writing setting forth the action so taken shall be signed by the holders of outstandingstock having not less than the minimum number of votes that would be necessary to authorize or takesuch action at a meeting at which all shares entitled to vote thereon were present and voted.Prompt notice of the taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented in writing, it beingunderstood that any such action so taken by written consent shall be effective upon the executionand delivery of such consent by the requisite holders described above.
 
 

 
ARTICLE III.BOARD OF DIRECTORSSection 1. Powers. The business and affairs of the Corporation shall be managed underthe direction of the Board of Directors.Section 2. Election and Term. Except as otherwise provided in the Certificate ofIncorporation of the Corporation or as otherwise provided by law, Directors shall be elected at theannual meeting of stockholders and shall hold office until the next annual meeting of stockholdersand until their successorsare elected and qualify, or until they sooner die, resign or are removed. Except as otherwiseprovided in the Certificate of Incorporation of the Corporation, at each annual meeting ofstockholders, at which a quorum is present, the persons receiving a plurality of the votes castshall be the Directors. Acceptance of the office of Director may be expressed orally or in writing,and attendance at the organization meeting shall constitute such acceptance.Section 3. Number. The number of Directors shall be such number as shall be determinedfrom time to time by the Board of Directors and shall be not less than two (2) and not greater thantwelve (12).Section 4. Quorum and Manner of Acting. Unless otherwise provided by law, the presenceof 50% of the whole Board of Directors (or any committee thereof) shall be necessary to constitutea quorum for the transaction of business. In the absence of a quorum, a majority of the Directorspresent may adjourn the meeting from time to time until a quorum shall be present. Notice of anyadjourned meeting need not be given. At all meetings of the Board of Directors (or any committeethereof), a quorum being present, all matters shall be decided by the affirmative vote of amajority of the Directors present, except as otherwise required by law. The Board of Directors (orany committee thereof) may hold its meetings at suchplace or places within or without the State of Delaware as the Board of Directors (or suchcommittee) may from time to time determine or as shall be specified in the respective notices, orwaivers of notice, thereof.Section 5. Organization Meeting. Immediately after each annual meeting of stockholdersfor the election of Directors, the Board of Directors shall meet at the place of the annual meetingof stockholders for the purpose of organization, the election of officers and the transaction ofother business. Notice of such meeting need not be given. If such meeting is held at any other timeor place, notice thereof must be given as hereinafter provided for special meetings of the Board ofDirectors, subject to the execution of a waiver of the notice thereof signed by, or the attendanceat such meeting of, all Directors who may not have received such notice.Section 6. Regular Meetings. Regular meetings of the Board of Directors (or anycommittee thereof) may be held at such place, within or without the State of Delaware, as shallfrom time to time be determined by the Board of Directors (or such committee). After there has beensuch determination,and notice thereof has been once given to each member of the Board of Directors (or such committee)as hereinafter provided for special meetings, regular meetings may be held without further noticebeing given.Section 7. Special Meetings; Notice. Special meetings of the Board of Directors (orany committee thereof) shall be held whenever called by the Chairman of the Board of Directors (orsuch committee), if any, the Chief Executive Officer or by any two Directors. Notice of each suchmeeting shall be mailed to each Director, addressed to him at his residence or usual place ofbusiness, at least five days before the date on which the meeting is to be held, or shall be sentto him at such place by e-mail or facsimile, or be delivered personally or by telephone, not laterthan the day before the day on which such meeting is to be held. Each such notice shall state thetime and place of the meeting and, as may be required, the purposes thereof. Notice of any meetingof the Board of Directors (or any committee thereof) need not be given to any Director if he shallsign a written waiver thereof either before or after the time stated therein for such meeting, orif he shall be present at the meeting. Unless limited by law, the Certificate of Incorporation ofthe Corporation, these Bylaws or the terms of the notice thereof, any and all business may betransacted at any meeting without the notice thereof having specifically identified the matters tobe acted upon.Section 8. Removal of Directors. Except as otherwise provided in the Certificate ofIncorporation of the Corporation, any Director or the entire Board of Directors may be removed,with or without cause, at any time, by action of the holders of record of the issued andoutstanding stock of the Corporation representing a majority of the number of votes of all issuedand outstanding stock of the Corporation (a) present in person or by proxy at a meeting of holdersof such stock and entitled to vote thereon or (b) by a consent in writing in the mannercontemplated in Section 9 of Article II, and the vacancy or vacancies inthe Board of Directors caused by any such removal may be filled by action of such a majority atsuch meeting or at any subsequent meeting or at any time by consent.
 
 

 
Section 9. Resignations. Any Director of the Corporation may resign at any time bygiving written notice to the Chairman of the Board of Directors, if any, the Chief ExecutiveOfficer, any President, any Vice President or the Secretary of the Corporation. The resignation ofany Director shall take effect upon receipt of notice thereof or at such later time as shall bespecified in such notice, and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.Section 10. Vacancies. Except as otherwise provided in the Certificate ofIncorporation of the Corporation, any newly created directorships and vacancies occurring in theBoard of Directors by reason of death, resignation, retirement, disqualification or removal, withor without cause, may only be filled by the action of the holders of record of issued andoutstanding stock of the Corporation representing a majority of the number of votes of all issuedand outstanding stock of the Corporation (a) present in person or by proxy at a meeting of holdersof such stock and entitled to vote thereon or (b) by a consent in writing in the mannercontemplated in Section 9 of Article II. The Director so chosen, whether selected to fill a vacancyor elected to a new directorship, shall hold office until the next meeting of stockholders at whichthe election of Directors is in the regular order of business, and until his successor has beenelected and qualifies, or until he sooner dies, resigns or is removed.Section 11. Action Without a Meeting. Any action required or permitted to be taken atany meeting of the Board of Directors (or any committee thereof) may be taken without a meeting ifa written consent thereto is signed by all members of the Board of Directors (or any committeethereof), and such written consent is filed with the minutes or proceedings of the Board ofDirectors.Section 12. Telephonic Participation in Meetings. Members of the Board of Directors(or any committee thereof) may participate in a meeting of the Board of Directors (or any committeethereof) by means of conference telephone or similar communications equipment by means of which allpersonsparticipating in the meeting can hear each other, and such participation shall constitute presencein person at such meeting.Section 13. Committees. The Board of Directors may appoint such committees of theBoard of Directors as it may deem appropriate, and such committees shall exercise the authoritydelegated to them. The membership of any such committee shall consist of such Directors as theBoard of Directors maydeem advisable from time to time to serve. The Board of Directors may fill any vacancies on anycommittee as they occur. Each committee shall meet as often as its business may require.ARTICLE IVOFFICERSSection 1. Number. The officers of the Corporation shall be designated by the Board ofDirectors and shall include such officers as the Directors may from time to time determine, whichofficers may (but need not) include a Chairman of the Board, a Vice Chairman of the Board, a ChiefExecutive Officer, one or more Presidents (and in the case of each such President, with suchdescriptive title, if any, as the Directors shall deem appropriate), one or more Vice Presidents(and in the case of each such Vice President, with such descriptive title, if any, as the Directorsshall deem appropriate), a Secretary, an Assistant Secretary, and a Treasurer. The Board ofDirectors also may elect one or more other officers as the Board of Directors may determine. Anynumber of offices may be held by the same person. No officer need be a Director of the Corporation.Section 2. Election. Officers shall be chosen in such manner and shall hold theiroffices for such terms as determined by the Board of Directors. Each officer shall hold officeuntil his or her successor has been elected and qualified in his stead, or until his or her earlierdeath, resignation, retirement, disqualification, or removal from office.
 
 

 
Section 3. Compensation. The Corporation shall have the authority to pay and providecompensation and other benefits to its officers and employees. The compensation and benefits of allofficers of the Corporation shall be fixed from time to time by the Board of Directors, unlessotherwise delegated by the Board of Directors to a particular committee or officer.Section 4. Removal and Resignation; Vacancies. Any officer may be removed for orwithout cause at any time by the Board of Directors, the Chief Executive Officer or any President,if such powers of removal have been expressly conferred by the Board of Directors, but such removalshall be without prejudice to the contract rights, if any, of the person so removed. Designation ofan officer shall not itself create contract rights. Any officer may resign at any time bydelivering a written notice of resignation, signed by such officer, to the Board of Directors, theChief Executive Officer or any President. Unless otherwise specified therein, such resignationshall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death,resignation, removal or otherwise, shall be filled by the Board of Directors. The Board ofDirectors may abolish any office at any time unless prohibited by law or statute.Section 5. Authority and Duties of Officers. In addition to any specificallyenumerated duties, services, and powers, the officers of the Corporation shall have such authorityand shall exercise such powers and perform such duties as may be specified by law or statute, bythe Certificate of Incorporation, and by these Bylaws, or as the Board of Directors may from timeto time determine or as may be assigned to such officers by any competent superior officer. TheBoard of Directors may also at any time limit orcircumvent the enumerated duties, services and powers of any officer. In addition to thedesignation of officers and the enumeration of their respective duties, services and powers, theBoard of Directors may grant powers of attorneys to individuals to act as agent for or on behalf ofthe Corporation, to do any act which would be binding on the Corporation, to incur any expenditureson behalf of or for the Corporation, or to execute, deliver and perform any agreements, acts,transactions or other matters on behalf of the Corporation. Such powers of attorney may be revokedor modified as deemed necessary by the Board of Directors.Section 6. Chairman of the Board. The Chairman of the Board shall, if one isdesignated by the Board of Directors and if present, preside at all meetings of the stockholdersand of the Board of Directors and exercise and perform such other powers and duties as may be fromtime to time assigned by the Board of Directors. He shall assist the Directors in the formulationof the policies of the Corporation, and shall be available to other officers for consultation andadvice.Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if one isdesignated by the Board of Directors, shall, in the absence of the Chairman of the Board, presideat all meetings of the stockholders and of the Board of Directors and exercise and perform suchother powers and duties asmay be from time to time assigned by the Board of Directors.Section 8. Chief Executive Officer. The Chief Executive Officer shall have day-to-daysupervision of the affairs of the Corporation, such powers and duties subject at all times to theauthority of the Board of Directors. In the absence or disability of the Chairman of the Board andthe Vice Chairman of the Board, the Chief Executive Officer shall exercise the powers and performthe duties of the Chairman of the Board.Section 9. Presidents. Each President that is designated by the Board of Directorsshall generally assist the Chief Executive Officer and shall have such powers and perform suchduties and services as shall from time to time be prescribed or delegated to him or her by theChief Executive Officer or the Board of Directors. In the absence or disability of the ChiefExecutive Officer, the Board of Directors shall appoint one President to exercise the powers andperform the duties of the Chief Executive Officer.Section 10. Vice Presidents. Each Vice President that is designated by the Board ofDirectors shall generally assist one or more Presidents and shall have such powers and perform suchduties and services as shall from time to time be prescribed or delegated to him or her by one ormore of the Presidents or the Board of Directors.
 
 

 
Section 11. Secretary. The Secretary, if one is designated by the Board of Directors,shall have the following powers and duties:(a) He or she shall keep or cause to be kept a record of all the proceedings of the meetingsof the stockholders and of the Board of Directors in books provided for that purpose.(b) He or she shall cause all notices to be duly given in accordance with the provisions ofthese Bylaws and as required by law.(c) Whenever any committee shall be appointed pursuant to a resolution of the Board ofDirectors, he or she shall furnish a copy of such resolution to the members of such committee.(d) He or she shall be the custodian of the records and of the seal of the Corporation andcause such seal (or a facsimile thereof) to be affixed to all certificates representing shares ofthe Corporation prior to the issuance thereof and to all instruments the execution of which onbehalf of the Corporation under its seal shall have been duly authorized in accordance with theseBylaws, and when so affixed he or she may attest the same.(e) He or she shall properly maintain and file all books, reports, statements, certificatesand all other documents and records required by law, the Certificate of Incorporation or theseBylaws.(f) He or she shall have charge of the stock books and ledgers of the Corporation and shallcause the stock and transfer books to be kept in such manner as to show at any time the number ofshares of stock of the Corporation of each class issued and outstanding, the names (alphabeticallyarranged) and the addresses of the holders of record of such shares, the number of shares held byeach holder and the date as of which each became such holder of record.(g) He or she shall sign (unless the Treasurer, an Assistant Treasurer or an AssistantSecretary shall have signed) certificates representing shares of the Corporation the issuance ofwhich shall have been authorized by the Board of Directors.(h) He or she shall perform, in general, all duties incident to the office of Secretary andsuch other duties as may be specified in these Bylaws or as may be assigned to him or her from timeto time by the Board of Directors, the Chief Executive Officer or any President.Section 12. Assistant Secretary. The Assistant Secretary, if one is designated by theBoard of Directors, shall generally assist the Secretary.Section 13. Treasurer. The Treasurer, if one is designated by the Board of Directors,or such other officer as may be designated by the Board of Directors, shall be the chief accountingand financial officer of the Corporation and have custody of all the funds, securities and othervaluables of the Corporation which may have or shall come into his or her hands. The Treasurershall have active control of and shall be responsible for all matters pertaining to the accountsand finances of the Corporation and shall have suchpowers and perform such duties as may be prescribed by the Chief Executive Officer, any President,the Board of Directors or elsewhere in these Bylaws.Section 14. Additional Officers. The Board of Directors may appoint such otherofficers and agents as it may deem appropriate, and such other officers and agents shall hold theiroffices for such terms and shall exercise such powers and perform such duties as may be determinedfrom time to time by the Board of Directors. The Board of Directors from time to time may delegateto the Chief Executive Officer or any President the power to appoint subordinate officers or agentsand to prescribe their respective rights, terms of office, authorities and duties. Any such officeror agent may remove any such subordinate officer or agent appointed by him or her, for or withoutcause.
 
 

 
Section 15. Security. The Board of Directors may require any officer, agent oremployee of the Corporation to provide security for the faithful performance of his or her duties,in such amount and of such character as may be determined from time to time by the Board ofDirectors.ARTICLE VINDEMNIFICATION OF OFFICERS AND DIRECTORSSection 1. Nature of Indemnity. The Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending or completed action, suitor proceeding (a Proceeding), whether civil, criminal, administrative, arbitrative, orinvestigative, or any appeal in such a Proceeding or any inquiry or investigation that could leadto such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is thelegal representative, is or was or has agreed to become a Director or officer of the Corporation,or is or was serving or has agreed to serve at the request of the Corporation as a director,officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of anotherforeign or domestic corporation, limited liability company, partnership, joint venture, soleproprietorship, trust, employee benefit plan, or other enterprise, or by reason of any actionalleged to have been taken or omitted in such capacity, against expenses (including attorneys’fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him orher or on his or her behalf in connection with such action, suit or proceeding and any appealtherefrom, provided that he or she acted in good faith and in a manner he or she reasonablybelieved to be in or not opposed to the best interests of the Corporation, and, with respect to anycriminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful.The indemnification provided in this Article V could involve indemnification for negligence orunder theories of strict liability. In the case of an action or suit by or in the right of theCorporation to procure a judgment in its favor (1) the indemnification of a Director or officershall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by suchperson in the defense or settlement of such action or suit, and (2) no indemnification shall bemadein respect of any claim, issue or matter as to which such person shall have been adjudged to beliable to the Corporation unless and only to the extent that the Delaware Court of Chancery or thecourt in which such action or suit was brought shall determine upon application that, despite theadjudication of liability butin view of all the circumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which the Delaware Court of Chancery or such other court shall deemproper. Notwithstanding the foregoing, but subject to Section 5 of this Article V, the Corporationshall not be obligated to indemnify a Director or officer of the Corporation in respect of aProceeding (or part thereof) instituted by such Director or officer, unless such Proceeding (orpart thereof) has been authorized by the Board of Directors.The termination of any action, suit or proceeding by judgment, order, settlement, conviction,or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he or she reasonably believed to bein or not opposed to the best interests of the Corporation, and, with respect to any criminalaction or proceeding, had reasonable cause to believe that his or her conduct was unlawful.The rights granted pursuant to this Article V shall be deemed contract rights. No amendment,modification or repeal of this Article V shall have the effect of limiting or denying any suchrights with respect to actions taken or Proceedings arising prior to any such amendment,modification or repeal.Section 2. Successful Defense. To the extent that a present or former Director orofficer of the Corporation has been successful on the merits or otherwise in defense of any action,suit or proceeding referred to in Section 1 of this Article V or in defense of any claim, issue ormatter therein, he orshe shall be indemnified against expenses (including attorneys’ fees) actually and reasonablyincurred by him or her in connection therewith.
 
 

 
Section 3. Determination that Indemnification is Proper. Any indemnification of apresent or former Director or officer of the Corporation under Section 1 of this Article V (unlessordered by a court) shall be made by the Corporation unless a determination is made thatindemnification of the Director or officer isnot proper in the circumstances because he or she has not met the applicable standard of conductset forth in Section 1 of this Article V. Any such determination shall be made (1) by a majorityvote of the Directors who are not parties to such action, suit or proceeding, even though less thana quorum, or (2) by a committee of such directors designated by majority vote of such directors,even though less than a quorum, or (3) if there are no such Directors, or if such Directors sodirect, by independent legal counsel in a written opinion, or (4) by the stockholders.Section 4. Advance Payment of Expenses. The right to indemnification conferred in thisArticle V shall include the right to be paid or reimbursed by the Corporation the reasonableexpenses incurred by a person of the type entitled to be indemnified under Sections 1, 2, and 3 ofthis Article V who was,is, or is threatened to be made a named defendant or respondent in a Proceeding in advance of thefinal disposition of the Proceeding and without any determination as to the person’s ultimateentitlement to indemnification; provided, however, that the payment of such expenses incurred byany such personin advance of the final disposition of a Proceeding shall be made only upon delivery to theCorporation of a written affirmation by such person of his or her good faith belief that he or shehas met the standard of conduct necessary for indemnification under this Article V and a writtenundertaking, by or onbehalf of such person, to repay all amounts so advanced if it shall ultimately be determined thatsuch person is not entitled to be indemnified under this Article V or otherwise. The Board ofDirectors may authorize the Corporation’s counsel to represent such present or former Director orofficer in any action, suit or proceeding, whether or not the Corporation is a party to suchaction, suit or proceeding.Section 5. Procedure for Indemnification of Directors and Officers. Anyindemnification of a Director or officer of the Corporation under Sections 1, 2, and 3 of thisArticle V, or advance of costs, charges and expenses to a Director or officer under Section 4 ofthis Article V, shall be made promptly,and in any event within thirty days, upon the written request of such person. If a determination bythe Corporation that the Director or officer is entitled to indemnification pursuant to thisArticle V is required, and the Corporation fails to respond within sixty days to a written requestfor indemnity, the Corporation shall be deemed to have approved such request. If the Corporationdenies a written request for indemnity or advancement of expenses, in whole or in part, or ifpayment in full pursuant to such request is not made within thirty days, the right toindemnification or advances as granted by this Article V shall be enforceable by the Director orofficer in any court of competent jurisdiction. Such person’s costs and expenses incurred inconnection with successfully establishing his or her right to indemnification, in whole or in part,in any such action shall also be indemnified by the Corporation. It shall be a defense to any suchaction (other than an action brought to enforce a claim for the advance of costs, charges andexpenses under Section 4 of this Article V where the required undertaking, if any, has beenreceived by or tendered to the Corporation) that the claimant has not met the standard of conductset forth in Section 1 of this Article V, but the burden of proving such defense shall be on theCorporation. Neither the failure of the Corporation (including its Board of Directors, itsindependent legal counsel, and its stockholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in Section 1 of this ArticleV, nor the fact that there has been an actual determination by the Corporation (including its Board ofDirectors, its independent legal counsel, and its stockholders) that the claimant has not met suchapplicable standard of conduct, shall be a defense to such action or create a presumption that theclaimant has not met the applicable standard of conduct.Section 6. Survival; Preservation of Other Rights. The foregoing indemnificationprovisions shall be deemed to be a contract between the Corporation and each Director or officerwho serves in any such capacity at any time while these provisions are in effect and any repeal ormodification thereof shall not affect any right or obligation then existing with respect to anystate of facts then or previously existing or any action, suit or proceeding previously orthereafter brought or threatened based in whole or in part uponany such state of facts. Such a contract right may not be modified retroactively without theconsent of such Director or officer.
 
 

 
The indemnification and the advancement and payment of expenses provided by this Article Vshall not be deemed exclusive of any other rights to which those indemnified may be entitled underany Bylaw, common or statutory law, provision of the Certificate of Incorporation, agreement, voteof stockholdersor disinterested Directors or otherwise, both as to action in his or her official capacity and asto action in another capacity while holding such office, and shall continue as to a person who hasceased to be a Director or officer and shall inure to the benefit of the heirs, executors andadministrators of such a person.Section 7. Insurance. The Corporation shall purchase and maintain insurance, at itsexpense, to protect the Corporation and any person who is or was or has agreed to become a Directoror officer, or is or was serving at the request of the Corporation as a Director, officer, partner,venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign ordomestic corporation, limited liability company, partnership, joint venture, sole proprietorship,trust, employee benefit plan, or other enterprise against any expense, liability, or loss assertedagainst him or her or incurred by him or her or on his or her behalf in any such capacity, orarising out of his or her status as such, whether or not the Corporation would have the power toindemnify him or her against such liability under the provisions of this Article V, provided thatsuch insurance is available on acceptable terms, which determination shall be made by a vote of amajority of the entire Board of Directors.Section 8. Severability. If this Article V or any portion hereof shall be invalidatedon any ground by any court of competent jurisdiction, then the Corporation shall neverthelessindemnify and hold harmless each Director or officer or any other person indemnified pursuant tothis Article V as to costs, charges and expenses (including reasonable attorneys’ fees), judgments,fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil,criminal, administrative or investigative to the full extent permitted by any applicable portion ofthis Article V that shall not have been invalidated and to the fullest extent permitted byapplicable law.Section 9. Limitation on Liability. No Director or officer shall be personally liable,as such, for any action taken or omitted from being taken unless: (i) such Director or officerbreached or failed to perform the duties of his office; and (ii) the breach or failure to performconstituted recklessness, self-dealing or willful misconduct. The foregoing shall not apply to anyresponsibility or liability under a criminal statute or liability for the payment of taxes underFederal, state, or local law.Section 10. Appearance as a Witness. Notwithstanding any other provision of thisArticle V, the Corporation shall pay or reimburse expenses incurred by a Director or officer inconnection with his appearance as a witness or other participation in a Proceeding at a time whenhe is not a named defendant or respondent in the Proceeding.Section 11. Indemnification of Employees and Agents. The Corporation, by adoption of aresolution of the Board of Directors, may indemnify and advance expenses to an employee or agent ofthe Corporation to the same extent and subject to the same conditions under which it may indemnifyand advance expenses to Directors and officers under this Article V; and, the Corporation mayindemnify and advance expenses to persons who are not or were not Directors, officers, employees oragents of the Corporation but who are or were serving at the request of the Corporation asdirector, officer, partner,venturer, proprietor, trustee, employee, agent or similar functionary of another foreign ordomestic corporation, limited liability company, partnership, joint venture, sole proprietorship,trust, employee benefit plan or other enterprise against any liability asserted against him or herand incurred by him or her in such a capacity or arising out of his or her status as such a personto the same extent that it may indemnify and advance expenses to Directors and officers of theCorporation under this Article.ARTICLE VI.SHARES AND THEIR TRANSFERSection 1. Certificate for Stock. Every stockholder of the Corporation shall beentitled to a certificate or certificates, to be in such form as the Board of Directors shallprescribe, certifying the number of shares of the capital stock of the Corporation owned by him. Nocertificate shall be issued for partly paid shares.
 
 

 
Section 2. Stock Certificate Signature. The certificates for such stock shall benumbered in the order in which they shall be issued and shall be signed by the Chairman of theBoard of Directors, if any, or the Chief Executive Officer or any Vice President and by theSecretary or an Assistant Secretary or the Treasurer of the Corporation, and its seal shall beaffixed thereto. If such certificate is countersigned (1) by a transfer agent other than theCorporation or its employee, or, (2) by a registrar other than the Corporation or its employee, thesignatures of such officers of the Corporation may be facsimiles. In case any officer of theCorporation who has signed, or whose facsimile signature has been placed upon, any such certificateshall have ceased to be such officer before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such officer at the date of issue.Section 3. Stock Ledger. A record shall be kept by the Secretary or by any otherofficer, employee or agent designated by the Board of Directors of the name of each person, firm orcorporation holding capital stock of the Corporation, the number of shares represented by, and therespective dates of, each certificate for such capital stock, and in case of cancellation of anysuch certificate, the respective dates of cancellation.Section 4. Cancellation. Every certificate surrendered to the Corporation for exchangeor registration of transfer shall be canceled, and no new certificate or certificates shall beissued in exchange for any existing certificate until such existing certificate shall have been socanceled, except, subject to Section 7 of this Article VI, in cases provided for by applicable law.Section 5. Registrations of Transfers of Stock. Registrations of transfers of sharesof the capital stock of the Corporation shall be made on the books of the Corporation by theregistered holder thereof, or by his attorney thereunto authorized by power of attorney dulyexecuted and filed with the Secretary of the Corporation or with a transfer clerk or a transferagent appointed as in Section 6 of this Article VI provided, and on surrender of the certificate orcertificates for such shares properly endorsed and the payment of all taxes thereon. The person inwhose name shares of stock stand on the books of the Corporation shall be deemed the owner thereoffor all purposes as regards the Corporation; provided, that whenever any transfer of shares shallbe made for collateral security, and not absolutely, it shall be so expressed in the entry of thetransfer if, when the certificates are presented to the Corporation for transfer, both thetransferor and the transferee request the Corporation to do so.Section 6. Regulations. The Board of Directors may make such rules and regulations asit may deem expedient, not inconsistent with the Certificate of Incorporation of the Corporation orthese Bylaws, concerning the issue, transfer and registration of certificates for shares of thestock of the Corporation. It may appoint, or authorize any principal officer or officers toappoint, one or more transfer clerks or one or more transfer agents and one or more registrars, andmay require all certificates of stock to bearthe signature or signatures of any of them.Section 7. Lost, Stolen, Destroyed or Mutilated Certificates. Before any certificatesfor stock of the Corporation shall be issued in exchange for certificates which shall becomemutilated or shall be lost, stolen or destroyed, proper evidence of such loss, theft, mutilation ordestruction shall be procured for the Board of Directors, and a sufficient indemnity bond in favorof the Corporation shall be provided by the applicable stockholder, in each case, if it sorequires.Section 8. Record Dates. For the purpose of determining the stockholders entitled tonotice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled toreceive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock or for the purpose ofany other lawful action, the Board of Directors may fix, in advance, a date as a record date forany such determination of stockholders. Such record date shall not be more than sixty or less thanten days before the date of such meeting, or more than sixty days prior to any other action. If arecord date is not fixed by the Board of Directors as aforesaid, (i) the date for determination ofstockholders entitled to notice of or to vote at a meeting of stockholders shallbe the close of business on the day next preceding the day on which notice is given, or if nonotice is given, the day next preceding the day on which the meeting is held, and (ii) the recorddate for determining stockholders for any purpose other than that specified in clause (i) shall bethe close of businesson the day on which the resolution of the Board of Directors relating thereto is adopted.
 
 

 
ARTICLE VII.MISCELLANEOUS PROVISIONSSection 1. Corporate Seal. The Board of Directors shall authorize a corporate seal,which shall be in such form as the Board of Directors may decide. The Secretary shall be thecustodian of the seal. The Board of Directors may authorize a duplicate seal to be kept and used byany other officer.Section 2. Voting of Stocks Owned by the Corporation. The Board of Directors mayauthorize any person on behalf of the Corporation to attend, vote and grant proxies to be used atany meeting of stockholders of any corporation (except the Corporation) in which the Corporationmay hold stock.Section 3. Dividends. Subject to the provisions of the Certificate of Incorporation ofthe Corporation, the Board of Directors may, out of funds legally available therefor, at anyregular or special meeting declare dividends upon the capital stock of the Corporation as and whenthey deem expedient.Before declaring any dividend there may be set apart out of any funds of the Corporation availablefor dividends such sum or sums as the Directors from time to time in their discretion deem properfor working capital or as a reserve fund to meet contingencies or for equalizing dividends or forsuch other purpose as the Board of Directors shall deem conducive to the interests of theCorporation.ARTICLE VIII.AMENDMENTSThese Bylaws may be altered, amended or repealed by the Board of Directors at any regular orspecial meeting of the Board of Directors or by the affirmative vote of the holders of record ofthe issued and outstanding stock of the Corporation representing a majority of the number of votesof all issued and outstanding shares of the Corporation (i) present in person or by proxy at ameeting of holders of such stock or (ii) by a consent in writing in the manner contemplated inSection 9 of Article II; provided, that notice of the proposed alteration, amendment or repeal iscontained in the notice of such meeting. Bylaws, whether made or altered by the stockholders or bythe Board of Directors, shall be subject to alteration or repeal by the stockholders as in thisArticle VIII above provided.