**Exhibit 99.14**

**AMENDED AND RESTATEDBYLAWS**

**OF**

**AVOCENT CORPORATION**

**a Delaware Corporation**

** **

**Effective as of November2, 2007**

 

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**AMENDED AND RESTATEDBYLAWS OF**

**AVOCENT CORPORATION**

(effective February 20, 2003)

 

 

# ARTICLEI

# CORPORATEOFFICES

## 1.1           REGISTEREDOFFICE

Theregistered office of Avocent Corporation shall be 1209 Orange Street, in theCity of Wilmington, County of New Castle, State of Delaware, 19801.  The name of the registered agent of theCorporation at such location is The Corporation Trust Company.

## 1.2           OTHEROFFICES

Theboard of directors may at any time establish other offices at any place orplaces where the Corporation is qualified to do business.

# ARTICLEII

# MEETINGSOF STOCKHOLDERS

## 2.1           PLACEOF MEETINGS

Meetingsof stockholders shall be held at any place, within or outside the State ofDelaware, designated by the board of directors. In the absence of any such designation, stockholders’ meetings shall beheld at the principal executive office of the Corporation.

## 2.2           ANNUALMEETING

Theannual meeting of stockholders shall be held each year on a date and at a timedesignated by the board of directors.  Atthe meeting, directors shall be elected and any other proper business may betransacted.

## 2.3           SPECIALMEETING

Aspecial meeting of the stockholders may be called at any time only by(i) the board of directors, (ii) the chairman of the board,(iii) the president or (iv) the chief executive officer.

Ifa special meeting is called by any person other than the board of directors,the request shall be in writing, specifying the time of such meeting and thegeneral nature of the business

 

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proposedto be transacted, and shall be delivered personally or sent by registered mailor by telegraphic or other facsimile transmission to the chairman of the board,the president, any vice president, or the secretary of the corporation.  No business may be transacted at such specialmeeting otherwise than specified in such notice.  The officer receiving the request shall causenotice to be promptly given to the stockholders entitled to vote, in accordancewith the provisions of Sections 2.4 and 2.5 of this Article II, that a meetingwill be held at the time requested by the person or persons who called themeeting, not less than thirty-five (35) nor more than sixty (60) days after thereceipt of the request.  If the notice isnot given within twenty (20) days after the receipt of the request, the personor persons requesting the meeting may give the notice.  Nothing contained in this paragraph of thisSection 2.3 shall be construed as limiting, fixing, or affecting the time whena meeting of stockholders called by action of the board of directors may beheld.

## 2.4           NOTICEOF STOCKHOLDERS’ MEETINGS

Allnotices of meetings with stockholders shall be in writing and shall be sent orotherwise given in accordance with Section 2.6 or Section 12.1 of these Bylawsnot less than 10 nor more than 60 days before the date of the meeting to eachstockholder entitled to vote at such meeting. The notice shall specify the place, date and hour of the meeting, and,in the case of a special meeting, the purpose or purposes for which the meetingis called.

## 2.5           ADVANCENOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

Tobe properly brought before an annual meeting or special meeting, nominationsfor the election of director or other business must be (a) specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe board of directors, (b) otherwise properly brought before the meeting by orat the direction of the board of directors, or (c) otherwise properly broughtbefore the meeting by a stockholder.  Forsuch nominations or other business to be considered properly brought before themeeting by a stockholder, such stockholder must have given timely notice and inproper form of his intent to bring such business before such meeting.  To be timely, such stockholder’s notice mustbe delivered to or mailed and received by the secretary of the Corporation not lessthan 90 days prior to the meeting; provided, however, that in the event thatless than 100 days notice or prior public disclosure of the date of the meetingis given or made to stockholders, notice by the stockholder to be timely mustbe so received not later than the close of business on the tenth day followingthe day on which such notice of the date of the meeting was mailed or suchpublic disclosure was made.  To be inproper form, a stockholder’s notice to the secretary shall set forth:

### (i)                                     the name and address of the stockholderwho intends to make the nominations, propose the business, and, as the case maybe, the name and address of the person or persons to be nominated or the natureof the business to be proposed;

### (ii)                                  a representation that the stockholder isa holder of record of stock of the Corporation entitled to vote at such meetingand, if applicable, intends to appear in person or by proxy at the meeting tonominate the person or

 

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###                                                 persons specified in the notice orintroduce the business specified in the notice;

### (iii)                               if applicable, a description of all arrangements orunderstandings between the stockholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination ornominations are to be made by the stockholder;

### (iv)                              such other information regarding eachnominee or each matter of business to be proposed by such stockholder as wouldbe required to be included in a proxy statement filed pursuant to the proxyrules of the Securities and Exchange Commission had the nominee been nominated,or intended to be nominated, or the matter been proposed, or intended to beproposed by the board of directors; and

### (v)                                 if applicable, the consent of eachnominee to serve as director of the Corporation if so elected.

Thechairman of the meeting may refuse to acknowledge the nomination of any personor the proposal of any business not made in compliance with the foregoingprocedure.

## 2.6           MANNEROF GIVING NOTICE; AFFIDAVIT OF NOTICE

Noticeof any meeting of stockholders shall be given:

### (i)                                     if mailed, when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at his address as itappears on the records of the Corporation; or

### (ii)                                  if electronically transmitted, whentransmitted as provided in Section 12.1 of these Bylaws.

Anaffidavit of the secretary or an assistant secretary or of the transfer agentof the Corporation that the notice has been given by mail or by a form ofelectronic transmission shall, in the absence of fraud, be prima facie evidenceof the facts stated therein.

## 2.7           QUORUM

Theholders of a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, shall constitute a quorumat all meetings of the stockholders for the transaction of business except asotherwise provided by statute or by the certificate of incorporation.  If, however, such quorum is not present orrepresented at any meeting of the stockholders, then either (i) thechairman of the meeting, or (ii) the stockholders entitled to vote thereat,present in person or represented by proxy, shall have power to adjourn themeeting from time to time, without notice other than announcement at the meeting,until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented,any business may be transacted that might have been transacted at the meetingas originally noticed.

 

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Whena quorum is present or represented at any meeting, the vote of the holders of amajority of the stock having voting power present in person or represented byproxy shall decide any question brought before such meeting, unless thequestion is one upon which, by express provisions of the statutes or of thecertificate of incorporation, a different vote is required, in which case suchexpress provision shall govern and control the decision of the question.

## 2.8           ADJOURNEDMEETING; NOTICE

Whena meeting is adjourned to another time or place, unless these Bylaws otherwiserequire, notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation maytransact any business that might have been transacted at the originalmeeting.  If the adjournment is for morethan 30 days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

## 2.9           VOTING

Thestockholders entitled to vote at any meeting of stockholders shall bedetermined in accordance with the provisions of Sections 2.12 and 2.14 of theseBylaws, subject to the provisions of Sections 217 and 218 of the GeneralCorporation Law of Delaware (relating to voting rights of fiduciaries, pledgorsand joint owners of stock and to voting trusts and other voting agreements).

Exceptas may be otherwise provided in the certificate of incorporation, eachstockholder shall be entitled to one vote for each share of capital stock heldby such stockholder.

## 2.10         WAIVEROF NOTICE

Whenevernotice is required to be given under any provision of the General CorporationLaw of Delaware or of the certificate of incorporation or these Bylaws, awritten waiver signed by the person entitled to notice, or a waiver byelectronic transmission by a person entitled to notice, whether before or afterthe time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thestockholders need be specified in any written waiver of notice or any waiver byelectronic transmission unless so required by the certificate of incorporationor these Bylaws.

## 2.11         NOSTOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Thestockholders of the Corporation may not take action by written consent withouta meeting but must take any actions only at a duly called annual or specialmeeting of stockholders.

 

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## 2.12         RECORDDATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

Inorder that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, orentitled to express consent to corporate action in writing without a meeting,or entitled to receive payment of any dividend or other distribution orallotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawfulaction, the board of directors may fix, in advance, a record date, which shallnot be more than 60 nor less than 10 days before the date of such meeting, normore than 60 days prior to any other action.

Ifthe board of directors does not so fix a record date, the fixing of such recorddate shall be governed by the provisions of Section 213 of the GeneralCorporation Law of Delaware.

Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the board of directors may fix a new record date forthe adjourned meeting.

## 2.13         PROXIES

Eachstockholder entitled to vote at a meeting of stockholders or to express consentor dissent to corporate action in writing without a meeting may authorizeanother person or persons to act for such stockholder by proxy by an instrumentin writing or by any other transmission permitted by law filed in accordancewith the procedure established for the meeting, but no such proxy shall bevoted or acted upon after 3 years from its date, unless the proxy provides fora longer period.  A proxy shall be deemedsigned if the stockholder’s name is placed on the proxy (whether by manualsignature, typewriting, telegraphic or electronic or other transmission orotherwise) by the stockholder or the stockholder’s attorney-in-fact.  The revocability of a proxy that states onits face that it is irrevocable shall be governed by the provisions of Section212(c) of the General Corporation Law of Delaware.

## 2.14         LISTOF STOCKHOLDERS ENTITLED TO VOTE

Theofficer who has charge of the stock ledger of a Corporation shall prepare andmake, at least 10 days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least 10 days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to beheld.  The stock ledger shall also be producedand kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidenceas to who are the stockholders entitled to examine the stock ledger, the listof stockholders or the books of the Corporation, or to vote in person or byproxy at any meeting of stockholders and of the number of shares held by eachsuch stockholder.

 

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## 2.15         CONDUCTOF BUSINESS

Meetingsof stockholders shall be presided over by the chairman of the board, if any, orin his absence by the president, or in his absence by a vice president, or inthe absence of the foregoing persons by a chairman designated by the board ofdirectors, or in the absence of such designation by a chairman chosen at themeeting.  The secretary shall act assecretary of the meeting, but in his absence the chairman of the meeting mayappoint any person to act as secretary of the meeting.  The chairman of any meeting of stockholdersshall determine the order of business and the procedures at the meeting,including such matters as the regulation of the manner of voting and conduct ofbusiness.

# ARTICLEIII

# DIRECTORS

## 3.1           POWERS

Subjectto the provisions of the General Corporation Law of Delaware and anylimitations in the certificate of incorporation or these Bylaws relating toaction required to be approved by the stockholders or by the outstandingshares, the business and affairs of the Corporation shall be managed and allcorporate powers shall be exercised by or under the direction of the board ofdirectors.

## 3.2           NUMBER

Theauthorized number of directors of the Corporation shall be established fromtime to time by resolution of the Board of Directors.  No reduction of the authorized number ofdirectors shall have the effect of removing any director before that director’sterm of office expires.

## 3.3           CLASSESAND ELECTION OF DIRECTORS

TheDirectors shall be divided into three classes designated as Class I,Class II and Class III, respectively. Directors shall be assigned to each class in accordance with aresolution or resolu­tions adopted by the Board of Directors.  At the first annual meeting of stockholdersfollowing the date hereof, the term of office of the Class I Directorsshall expire and Class I Directors shall be elected for a full term ofthree years.  At the second annualmeeting of stockholders following the date hereof, the term of office of theClass II Directors shall expire and Class II Directors shall beelected for a full term of three years. At the third annual meeting of stockholders following the date hereof,the term of office of the Class III Directors shall expire andClass III Directors shall be elected for a full term of three years.  At each succeeding annual meeting of stockholders,directors shall be elected for a full term of three years to succeed thedirectors of the class whose terms expire at such annual meeting.  Each Director, including a Director electedto fill a vacancy, shall hold office until such director’s successor is dulyelected and qualified or until such director’s earlier death, resignation orremoval.

Allelections of directors by shareholders shall be by written ballot, unlessotherwise provided in the certificate of incorporation.  If authorized by the board of directors, suchrequirement of a written ballot shall be satisfied by a ballot submitted byelectronic transmission,

 

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providedthat any such electronic transmission must be either set forth or be submittedwith information from which it can be determined that the electronictransmission authorized by the stockholder or proxy holder.

## 3.4           RESIGNATIONAND VACANCIES

Anydirector may resign at any time upon written notice or by electronictransmission to the Corporation.  Subjectto the requirements, if any, set forth in the certificate of incorporation,stockholders may remove directors with or without cause.  Unless otherwise provided in the certificateof incorporation, any vacancy occurring in the board of directors with orwithout cause may be filled by a majority of the remaining members of the boardof directors, although such majority is less than a quorum, or by a pluralityof the votes cast at a meeting of stockholders, and each director so electedshall hold office until the expiration of the term of office of the directorwho is being replaced.

Unlessotherwise provided in the certificate of incorporation or these Bylaws:

### (i)                                     Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors elected byall of the stockholders having the right to vote as a single class may befilled by a majority of the directors then in office, although less than aquorum, or by a sole remaining director.

### (ii)                                  Whenever the holders of any class orclasses of stock or series thereof are entitled to elect one or more directorsby the provisions of the certificate of incorporation, vacancies and newlycreated directorships of such class or classes or series may be filled by a majorityof the directors elected by such class or classes or series thereof then inoffice, or by a sole remaining director so elected.

Ifat any time, by reason of death or resignation or other cause, the Corporationshould have no directors in office, then any officer or any stockholder or anexecutor, administrator, trustee or guardian of a stockholder, or otherfiduciary entrusted with like responsibility for the person or estate of astockholder, may apply to the Court of Chancery for a decree summarily orderingan election as provided in Section 211 of the General Corporation Law ofDelaware.

If,at the time of filling any vacancy or any newly created directorship, thedirectors then in office constitute less than a majority of the whole board (asconstituted immediately prior to any such increase), then the Court of Chancerymay, upon application of any stockholder or stockholders holding at least 10%of the total number of the shares at the time outstanding having the right tovote for such directors, summarily order an election to be held to fill anysuch vacancies or newly created directorships, or to replace the directorschosen by the directors then in office as aforesaid, which election shall begoverned by the provisions of Section 211 of the General Corporation Law ofDelaware as far as applicable.

 

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## 3.5           PLACEOF MEETINGS; MEETINGS BY TELEPHONE

Theboard of directors of the Corporation may hold meetings, both regular andspecial, either within or outside the State of Delaware.

Unlessotherwise restricted by the certificate of incorporation or these Bylaws,members of the board of directors, or any committee designated by the board ofdirectors, may participate in a meeting of the board of directors, or anycommittee, by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other,and such participation in a meeting shall constitute presence in person at themeeting.

## 3.6           REGULARMEETINGS

Regularmeetings of the board of directors may be held without notice at such time andat such place as shall from time to time be determined by the board.

## 3.7           SPECIALMEETINGS; NOTICE

Specialmeetings of the board of directors for any purpose or purposes may be called atany time by the chairman of the board, the president, any vice president, thesecretary or any two directors.

Noticeof the time and place of special meetings shall be:

### (i)                                     delivered personally by hand, by courier,or by telephone;

### (ii)                                  sent by United States first-class mail,postage prepaid;

### (iii)                               sent by facsimile; or

### (iv)                              sent by electronic mail

directedto each director at that director’s address, telephone number, facsimilenumber, or electronic mail address, as the case may be, as shown on the recordsof the Corporation.

Ifthe notice is sent by United States mail, it shall be deposited in the UnitedStates mail at least 4 days before the time of the holding of the meeting.  If the notice is (i) delivered personally byhand, by courier, or by telephone, (ii) sent by facsimile, or (iii) sent byelectronic mail, it shall be delivered or sent at least 24 hours before thetime of the holding of the meeting.  Anyoral notice given personally or by telephone may be communicated either to thedirector or to a person at the office of the director who the person giving thenotice has reason to believe will promptly communicate it to the director.  The notice need not specify the purpose orthe place of the meeting, if the meeting is to be held at the principalexecutive office of the Corporation.

 

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## 3.8           QUORUM

Atall meetings of the board of directors, a majority of the authorized number ofdirectors shall constitute a quorum for the transaction of business and the actof a majority of the directors present at any meeting at which there is aquorum shall be the act of the board of directors, except as may be otherwisespecifically provided by statute or by the certificate of incorporation.

## 3.9           WAIVEROF NOTICE

Whenevernotice is required to be given under any provision of the General CorporationLaw of Delaware or of the certificate of incorporation or these Bylaws, awritten waiver, signed by the person entitled to notice, or a waiver byelectronic transmission by a person entitled to notice, whether before or afterthe time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened.  Neither the business to betransacted at, nor the purpose of, any regular or special meeting of thedirectors, or members of a committee of directors, need be specified in anywritten waiver of notice or any waiver by electronic transmission unless sorequired by the certificate of incorporation or these Bylaws.

## 3.10         ADJOURNEDMEETING; NOTICE

Ifa quorum is not present at any meeting of the board of directors, then thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present.

## 3.11         CONDUCTOF BUSINESS

Meetingsof the board of directors shall be presided over by the chairman of the board,if any, or in his absence by the chief executive officer, or in their absenceby a chairman chosen at the meeting.  Thesecretary shall act as secretary of the meeting, but in his absence thechairman of the meeting may appoint any person to act as secretary of themeeting.  The chairman of any meetingshall determine the order of business and the procedures at the meeting.

## 3.12         BOARDACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unlessotherwise restricted by the certificate of incorporation or these Bylaws, anyaction required or permitted to be taken at any meeting of the board ofdirectors, or of any committee thereof, may be taken without a meeting if allmembers of the board or committee, as the case may be, consent thereto inwriting or by electronic transmission and the writing or writings or electronictransmission or transmissions are filed with the minutes of proceedings of theboard of directors or committee.  Suchfiling shall be in paper form if the minutes are maintained in paper form andshall be in electronic form if the minutes are maintained in electronic form.

 

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## 3.13         FEESAND COMPENSATION OF DIRECTORS

Unlessotherwise restricted by the certificate of incorporation or these Bylaws, theboard of directors shall have the authority to fix the compensation ofdirectors.  The directors may be paidtheir expenses, if any, of attendance at each meeting of the board of directorsand may be paid a fixed sum for attendance at each meeting of the board ofdirectors or a stated salary as director. No such payment shall preclude any director from serving the Corporationin any other capacity and receiving compensation therefor.  Members of special or standing committees maybe allowed like compensation for attending committee meetings.

## 3.14         REMOVALOF DIRECTORS

Unlessotherwise restricted by statute, any director or the entire board of directorsmay only be removed pursuant to the provisions set forth in the certificate ofincorporation.  If at any time a class orseries of shares is entitled to elect one or more directors, the provisions ofthis Article 3.14 shall apply to the vote of that class or series and not tothe vote of the outstanding shares as a whole.

# ARTICLEIV

# COMMITTEES

## 4.1           COMMITTEESOF DIRECTORS

Theboard of directors may, by resolution passed by a majority of the whole board,designate one or more committees, with each committee to consist of one or moreof the directors of the Corporation.  Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee.  In the absence ordisqualification of a member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not suchmember or members constitute a quorum, may unanimously appoint another memberof the board of directors to act at the meeting in the place of any such absentor disqualified member.  Any suchcommittee, to the extent provided in the resolutions of the board of directorsor in the Bylaws of the Corporation, shall have and may exercise all the powersand authority of the board of directors in the management of the business andaffairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all papers that may require it; but no such committee shall have thepower or authority to (i) approve or adopt, or recommend to thestockholders, any action or matter expressly required by the GeneralCorporation Law of Delaware to be submitted to stockholders for approval or(ii) adopt, approve or repeal the Bylaws of the Corporation.

## 4.2           COMMITTEEMINUTES

Eachcommittee shall keep regular minutes of its meetings and report the same to theboard of directors when required.

 

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## 4.3           MEETINGSAND ACTION OF COMMITTEES

Meetingsand actions of committees shall be governed by, and held and taken inaccordance with, the provisions of Article III of these Bylaws, Section 3.5(place of meetings and meetings by telephone), Section 3.6 (regular meetings),Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9(waiver of notice), Section 3.10 (adjournment and notice of adjournment),Section 3.11 (conduct of business) and 3.12 (action without a meeting), withsuch changes in the context of those Bylaws as are necessary to substitute thecommittee and its members for the board of directors and its members; provided,however, that the time of regular meetings of committees may also be called byresolution of the board of directors and that notice of special meetings ofcommittees shall also be given to all alternate members, who shall have theright to attend all meetings of the committee. The board of directors may adopt rules for the government of anycommittee not inconsistent with the provisions of these Bylaws.

# ARTICLEV

# OFFICERS

## 5.1           OFFICERS

Theofficers of the Corporation shall be a chief executive officer, one or morevice presidents, a secretary and a chief financial officer.  The Corporation may also have, at thediscretion of the board of directors, a chairman of the board, a president, achief operating officer, one or more executive, senior or assistant vicepresidents, assistant secretaries and any such other officers as may beappointed in accordance with the provisions of Section 5.2 of theseBylaws.  Any number of offices may beheld by the same person.

## 5.2           APPOINTMENTOF OFFICERS

Exceptas otherwise provided in this Section 5.2, the officers of the Corporationshall be appointed by the board of directors, subject to the rights, if any, ofan officer under any contract of employment. The board of directors may appoint, or empower an officer to appoint,such officers and agents of the business as the Corporation may require(whether or not such officer or agent is described in this Article V), each ofwhom shall hold office for such period, have such authority, and perform suchduties as are provided in these Bylaws or as the board of directors may fromtime to time determine.  Any vacancyoccurring in any office of the Corporation shall be filled by the board ofdirectors or may be filled by the officer, if any, who appointed such officer.

## 5.3           REMOVALAND RESIGNATION OF OFFICERS

Subjectto the rights, if any, of an officer under any contract of employment, anyofficer may be removed, either with or without cause, by an affirmative vote ofthe majority of the board of directors at any regular or special meeting of theboard or, except in the case of an officer chosen by the board of directors, byany officer upon whom such power of removal may be conferred by the board ofdirectors or, in the case of an officer appointed by another officer, by suchother officer.

 

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Anyofficer may resign at any time by giving written notice to theCorporation.  Any resignation shall takeeffect at the date of the receipt of that notice or at any later time specifiedin that notice; and, unless otherwise specified in that notice, the acceptanceof the resignation shall not be necessary to make it effective.  Any resignation is without prejudice to therights, if any, of the Corporation under any contract to which the officer is aparty.

## 5.4           CHAIRMANOF THE BOARD

Thechairman of the board, if such an officer be elected, shall, if present,preside at meetings of the board of directors and exercise and perform suchother powers and duties as may from time to time be assigned to the chairman bythe board of directors or as may be prescribed by these Bylaws.  If there is no chief executive officer, thenthe chairman of the board shall also be the chief executive officer of theCorporation and shall have the powers and duties prescribed in Section 5.5 ofthese Bylaws.

## 5.5           CHIEFEXECUTIVE OFFICER

TheChief Executive Officer of the Corporation shall, subject to the control of theBoard of Directors, have general supervision, direction and control of thebusiness and the officers of the Corporation. He or she shall preside at all meetings of the stockholders and, in theabsence or nonexistence of a Chairman of the Board at all meetings of the Boardof Directors.  He or she shall have thegeneral powers and duties of management usually vested in the chief executiveofficer of a Corporation, including general supervision, direction and controlof the business and supervision of other officers of the Corporation, and shallhave such other powers and duties as may be prescribed by the Board ofDirectors or these Bylaws.

TheChief Executive Officer shall, without limitation, have the authority toexecute bonds, mortgages and other contracts requiring a seal, under the sealof the Corporation, except where required or permitted by law to be otherwisesigned and executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.

## 5.6           PRESIDENT

Subjectto such supervisory powers as may be given by these Bylaws or the Board ofDirectors to the Chairman of the Board or the Chief Executive Officer, if therebe such officers, the president shall have general supervision, direction andcontrol of the business and supervision of other officers of the Corporation,and shall have such other powers and duties as may be prescribed by the Boardof Directors or these Bylaws.  In theevent a Chief Executive Officer shall not be appointed, the President shall havethe duties of such office.

## 5.7           VICEPRESIDENT

Inthe absence or disability of the president, the vice presidents, if any, inorder of their rank as fixed by the board of directors or, if not ranked, avice president designated by the board of directors, shall perform all theduties of the chief executive officer and when so acting shall have all thepowers of, and be subject to all the restrictions upon, the chief executiveofficer.  The vice presidents shall havesuch other powers and perform such other duties as from time to

 

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timemay be prescribed for them respectively by the board of directors, theseBylaws, the chief executive officer or the chairman of the board.

## 5.8           SECRETARY

Thesecretary shall keep or cause to be kept, at the principal executive office ofthe Corporation or such other place as the board of directors may direct, abook of minutes of all meetings and actions of directors, committees ofdirectors, and stockholders.  The minutesshall show the time and place of each meeting, whether regular or special (and,if special, how authorized and the notice given), the names of those present atdirectors’ meetings or committee meetings, the number of shares present orrepresented at stockholders’ meetings, and the proceedings thereof.

Thesecretary shall keep, or cause to be kept, at the principal executive office ofthe Corporation or at the office of the Corporation’s transfer agent orregistrar, as determined by resolution of the board of directors, a shareregister, or a duplicate share register, showing the names of all stockholdersand their addresses, the number and classes of shares held by each, the numberand date of certificates evidencing such shares, and the number and date ofcancellation of every certificate surrendered for cancellation.

Thesecretary shall give, or cause to be given, notice of all meetings of thestockholders and of the board of directors required to be given by law or bythese Bylaws.  He or she shall keep theseal of the Corporation, if one be adopted, in safe custody and shall have suchother powers and perform such other duties as may be prescribed by the board ofdirectors or by these Bylaws.

## 5.9           CHIEFFINANCIAL OFFICER

Thechief financial officer shall keep and maintain, or cause to be kept andmaintained, adequate and correct books and records of accounts of theproperties and business transactions of the Corporation, including accounts ofits assets, liabilities, receipts, disbursements, gains, losses, capital,retained earnings and shares.  The booksof account shall at all reasonable times be open to inspection by any director.

Thechief financial officer shall deposit all money and other valuables in the nameand to the credit of the Corporation with such depositaries as may bedesignated by the board of directors.  Heor she shall disburse the funds of the Corporation as may be ordered by theboard of directors, shall render to the chief executive officer and directors,whenever they request it, an account of all of his transactions as treasurerand of the financial condition of the Corporation, and shall have such otherpowers and perform such other duties as may be prescribed by the board ofdirectors or these Bylaws.

## 5.10         ASSISTANTSECRETARY

Theassistant secretary, or, if there is more than one, the assistant secretariesin the order determined by the stockholders or board of directors (or if therebe no such determination, then in the order of their election) shall, in theabsence of the secretary or in the event of his or her inability or refusal toact, perform the duties and exercise the powers of the secretary and shall

 

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performsuch other duties and have such other powers as the board of directors or thestockholders may from time to time prescribe.

## 5.11         AUTHORITYAND DUTIES OF OFFICERS

Inaddition to the foregoing authority and duties, all officers of the Corporationshall respectively have such authority and perform such duties in themanagement of the business of the Corporation as may be designated from time totime by the board of directors or the stockholders.

# ARTICLEVI

# INDEMNITY

## 6.1           THIRDPARTY ACTIONS

TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending, or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Corporation to procure a judgement inits favor) by reason of the fact that such person is or was director, officer,employee or agent of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by such person in connection withsuch action, suit or proceeding if he or she acted in good faith and in amanner he or she reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he or she reasonablybelieved to be in or not opposed to the best interest of the Corporation, and,with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

## 6.2           ACTIONSBY OR IN THE RIGHT OF THE CORPORATION

TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action or suit by orin the right of the Corporation to procure a judgment in its favor by reason ofthe fact that he or she is or was a director, officer, employee or agent ofCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’ fees)actually and reasonably incurred by such person in connection with the defenseor settlement of such action or suit if he or she acted in good faith and inmanner he or she reasonably believed to be in or not opposed to the bestinterests of the Corporation and except that no indemnification shall be madein respect of any claim, issue or matter as to which such person shall havebeen adjudged to be liable to the Corporation unless and only to the extentthat the Delaware Court of Chancery or the court in which such action or suitwas brought shall determine upon application that, despite

 

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theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Delaware Court of Chancery or such other court shall deem proper.

## 6.3           SUCCESSFULDEFENSE

Tothe extent that a director, officer, employee or agent of the Corporation hasbeen successful on the merits or otherwise in defense of any action, suit orproceeding referred to in Sections 6.1 and 6.2, or in defense of any claim,issue or matter therein, such person shall be indemnified against expenses(including attorneys’ fees) actually and reasonably incurred by him or her inconnection therewith.

## 6.4           DETERMINATIONOF CONDUCT

Anyindemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall bemade by the Corporation only as authorized in the specific case upon adetermination that the indemnification of the director, officer, employee oragent is proper in the circumstances because he or she has met the applicablestandard of conduct set forth in Sections 6.1 and 6.2.  Such determination shall be made (1) by theboard of Directors or the Executive Committee by a majority vote of a quorumconsisting of directors who were not parties to such action, suit orproceeding, or (2) or if such quorum is not obtainable or, even if obtainable,a quorum of disinterested directors so directs, by independent legal counsel ina written opinion, or (3) by the stockholders.

## 6.5           PAYMENTOF EXPENSES IN ADVANCE

Expensesincurred in defending a civil or criminal action, suit or proceeding shall bepaid by the Corporation in advance of the final disposition of such action,suit or proceeding upon receipt of an undertaking by or on behalf of thedirector, officer, employee or agent to repay such amount if it shallultimately be determined that he or she is not entitled to be indemnified bythe Corporation as authorized in this Article VI.

## 6.6           INDEMNITYNOT EXCLUSIVE

Theindemnification and advancement of expenses provided or granted pursuant to theother subsections of this section shall not be deemed exclusive of any otherrights to which those seeking indemnification or advancement of expenses may beentitled under any by-law, agreement, vote of stockholders or disinteresteddirectors or otherwise, both as to action in his official capacity and as toaction in another while holding such office.

## 6.7           INSURANCEINDEMNIFICATION

TheCorporation shall have the power to purchase and maintain insurance on behalfof any person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation, as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against suchperson and incurred by such person in any such capacity, or arising out of hisor her

 

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statusas such, whether or not the Corporation would have the power to indemnify suchperson against such liability under the provisions of this Article VI.

## 6.8           THECORPORATION

Forpurposes of this Article VI, references to “the Corporation” shall include, inaddition to the resulting Corporation, any constituent corporation (includingany constituent of a constituent) absorbed in a consolidation or merger which,if its separate existence had continued, would have had power and authority toindemnify its directors, officers, and employees or agents, so that any personwho is was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, shall stand in the sameposition under and subject to the provisions of this Article VI (including,without limitation the provisions of Section 6.4) with respect to the resultingor surviving corporation as he or she would have with respect to suchconstituent corporation if its separate existence had continued.

## 6.9           EMPLOYEEBENEFIT PLANS

Forpurposes of this Article VI, references to “other enterprises” shall includeemployee benefit plans; references to “fines” shall include any excise taxesassessed on a person with respect to an employee benefit plan; and referencesto “serving at the request of the Corporation” shall include any service as adirector, officer, employee or agent of the Corporation which imposes dutieson, or involves services by, such director, officer, employee, or agent withrespect to an employee benefit plan, its participants, or beneficiaries; and aperson who acted in good faith and in a manner he or she reasonably deemed tohave acted in a manner “not opposed to the best interests of the Corporation”as referred to in this Article VI.

## 6.10         CONTINUATIONOF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Theindemnification and advanced of expenses provided by, or granted pursuant to,this Article VI shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee oragent and shall inure to the benefit of the heirs, executors and administratorsof such a person.

# ARTICLEVII

# RECORDSAND REPORTS

## 7.1           MAINTENANCEAND INSPECTION OF RECORDS

TheCorporation shall, either at its principal executive office or at such place orplaces as designated by the board of directors, keep a record of its stockholderslisting their names and addresses and the number and class of shares held byeach stockholder, a copy of these Bylaws as amended to date, accounting books,and other records.

 

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Anystockholder of record, in person or by attorney or other agent, shall, uponwritten demand under oath stating the purpose thereof, have the right duringthe usual hours for business to inspect for any proper purpose the Corporation’sstock ledger, a list of its stockholders, and its other books and records andto make copies or extracts therefrom.  Aproper purpose shall mean a purpose reasonably related to such person’sinterest as a stockholder.  In everyinstance where an attorney or other agent is the person who seeks the right toinspection, the demand under oath shall be accompanied by a power of attorneyor such other writing that authorizes the attorney or other agent to so act onbehalf of the stockholder.  The demandunder oath shall be directed to the Corporation at its registered office inDelaware or at its principal place of business.

## 7.2           INSPECTIONBY DIRECTORS

Anydirector shall have the right to examine the Corporation’s stock ledger, a listof its stockholders and its other books and records for a purpose reasonablyrelated to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdictionto determine whether a director is entitled to the inspection sought.  The Court may summarily order the Corporationto permit the director to inspect any and all books and records, the stockledger, and the stock list and to make copies or extracts therefrom.  The Court may, in its discretion, prescribeany limitations or conditions with reference to the inspection, or award suchother and further relief as the Court may deem just and proper.

## 7.3           REPRESENTATIONOF SHARES OF OTHER CORPORATIONS

Thechairman of the board, the chief executive officer, any vice president, thechief financial officer, the secretary or assistant secretary of thisCorporation, or any other person authorized by the board of directors or thechief executive officer or a vice president, is authorized to vote, represent,and exercise on behalf of this Corporation all rights incident to any and allshares of any other corporation or corporations standing in the name of thisCorporation.  The authority grantedherein may be exercised either by such person directly or by any other personauthorized to do so by proxy or power of attorney duly executed by such personhaving the authority.

# ARTICLEVIII

# GENERALMATTERS

## 8.1           CHECKS

Fromtime to time, the board of directors shall determine by resolution which personor persons may sign or endorse all checks, drafts, other orders for payment ofmoney, notes or other evidences of indebtedness that are issued in the name ofor payable to the Corporation, and only the persons so authorized shall sign orendorse those instruments.

## 8.2           EXECUTIONOF CORPORATE CONTRACTS AND INSTRUMENTS

Theboard of directors, except as otherwise provided in these Bylaws, may authorizeany officer or officers, or agent or agents, to enter into any contract orexecute any instrument in the name of and on behalf of the Corporation; suchauthority may be general or confined to specific

 

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instances.  Unless so authorized or ratified by the boardof directors or within the agency power of an officer, no officer, agent oremployee shall have any power or authority to bind the Corporation by anycontract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.

## 8.3           STOCKCERTIFICATES; PARTLY PAID SHARES

Theshares of a corporation shall be represented by certificates, provided that theboard of directors of the Corporation may provide by resolution or resolutionsthat some or all of any or all classes or series of its stock shall beuncertificated shares.  Any suchresolution shall not apply to shares represented by a certificate until suchcertificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the board ofdirectors, every holder of stock represented by certificates and upon requestevery holder of uncertificated shares shall be entitled to have a certificatesigned by, or in the name of the Corporation by the chairman or vice-chairmanof the board of directors, or the president or vice-president, and by thetreasurer or an assistant treasurer, or the secretary or an assistant secretaryof such Corporation representing the number of shares registered in certificateform.  Any or all of the signatures onthe certificate may be a facsimile.  Incase any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate has to be such officer, transferagent or registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he or she were such officer, transferagent or registrar at the date of issue.

TheCorporation may issue the whole or any part of its shares as partly paid andsubject to call for the remainder of the consideration to be paidtherefor.  Upon the face or back of eachstock certificate issued to represent any such partly paid shares, upon thebooks and records of the Corporation in the case of uncertificated partly paidshares, the total amount of the consideration to be paid therefor and theamount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, theCorporation shall declare a dividend upon partly paid shares of the same class,but only upon the basis of the percentage of the consideration actually paidthereon.

## 8.4           SPECIALDESIGNATION ON CERTIFICATES

Ifthe Corporation is authorized to issue more than one class of stock or morethan one series of any class, then the powers, the designations, thepreferences, and the relative, participating, optional or other special rightsof each class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate that the Corporation shallissue to represent such class or series of stock; provided, however, that,except as otherwise provided in Section 202 of the General Corporation Law ofDelaware, in lieu of the foregoing requirements there may be set forth on theface or back of the certificate that the Corporation shall issue to representsuch class or series of stock a statement that the Corporation will furnishwithout charge to each stockholder who so requests the powers, thedesignations, the preferences, and the relative, participating, optional orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.

 

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## 8.5           LOSTCERTIFICATES

Exceptas provided in this Section 8.5, no new certificates for shares shall be issuedto replace a previously issued certificate unless the latter is surrendered tothe Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificatedshares in the place of any certificate theretofore issued by it, alleged tohave been lost, stolen or destroyed, and the Corporation may require the ownerof the lost, stolen or destroyed certificate, or his legal representative, togive the Corporation a bond sufficient to indemnify it against any claim thatmay be made against it on account of the alleged loss, theft or destruction ofany such certificate or the issuance of such new certificate or uncertificatedshares.

## 8.6           CONSTRUCTION;DEFINITIONS

Unlessthe context requires otherwise, the general provisions, rules of construction,and definitions in the Delaware General Corporation Law shall govern theconstruction of these Bylaws. Without limiting the generality of thisprovision, the singular number includes the plural, the plural number includesthe singular, and the term “person” includes both a Corporation and a natural person.

## 8.7           DIVIDENDS

Thedirectors of the Corporation, subject to any restrictions contained in thecertificate of incorporation, may declare and pay dividends upon the shares ofits capital stock pursuant to the General Corporation Law of Delaware.  Dividends may be paid in cash, in property,or in shares of the Corporation’s capital stock.

Thedirectors of the Corporation may set apart out of any of the funds of theCorporation available for dividends a reserve or reserves for any properpurpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends,repairing or maintaining any property of the Corporation, and meetingcontingencies.

## 8.8           FISCALYEAR

Thefiscal year of the Corporation shall be fixed by resolution of the board ofdirectors and may be changed by the board of directors.

## 8.9           SEAL

TheCorporation may adopt a corporate seal, which may be altered at pleasure, andmay use the same by causing it or a facsimile thereof to be impressed oraffixed or in any other manner reproduced.

## 8.10         TRANSFEROF STOCK

Stockof the Corporation shall be transferable in the manner prescribed by law and inthese Bylaws.  Transfers of stock shallbe made on the books of the Corporation only by the record holder of such stockor by his or her attorney lawfully constituted in writing and, if such

 

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stockis certificated, upon the surrender of the certificate therefor, which shall becanceled before a new certificate shall be issued.  .

## 8.11         STOCKTRANSFER AGREEMENTS

TheCorporation shall have power to enter into and perform any agreement with anynumber of stockholders of any one or more classes of stock of the Corporationto restrict the transfer of shares of stock of the Corporation of any one ormore classes owned by such stockholders in any manner not prohibited by theGeneral Corporation Law of Delaware.

## 8.12         REGISTEREDSTOCKHOLDERS

TheCorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends and to voteas such owner, shall be entitled to hold liable for calls and assessments theperson registered on its books as the owner of shares, and shall not be boundto recognize any equitable or other claim to or interest in such share orshares on the part of another person, whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of Delaware.

# ARTICLEIX

# AMENDMENTS

Theoriginal or other Bylaws of the Corporation may be adopted, amended or repealedby the stockholders entitled to vote; provided, however, that the Corporationmay, in its certificate of incorporation, confer the power to adopt, amend orrepeal Bylaws upon the directors.  Thefact that such power has been so conferred upon the directors shall not divestthe stockholders of the power, nor limit their power to adopt, amend or repealBylaws.

# ARTICLEX

# DISSOLUTION

Ifit should be deemed advisable in the judgment of the board of directors of the Corporationthat the Corporation should be dissolved, the board, after the adoption of aresolution to that effect by a majority of the whole board at any meetingcalled for that purpose, shall cause notice to be mailed to each stockholderentitled to vote thereon of the adoption of the resolution and of a meeting ofstockholders to take action upon the resolution.

Atthe meeting a vote shall be taken for and against the proposeddissolution.  If a majority of theoutstanding stock of the Corporation entitled to vote thereon votes for theproposed dissolution, then a certificate stating that the dissolution has beenauthorized in accordance with the provisions of Section 275 of the GeneralCorporation Law of Delaware and setting forth the names and residences of thedirectors and officers shall be executed, acknowledged, and filed and shallbecome effective in accordance with Section 103 of the General Corporation Lawof Delaware.  Upon such certificate’sbecoming effective in accordance with Section 103 of the General CorporationLaw of Delaware, the Corporation shall be dissolved.

 

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# ARTICLEXI

# CUSTODIAN

## 11.1         APPOINTMENTOF A CUSTODIAN IN CERTAIN CASES

TheCourt of Chancery, upon application of any stockholder, may appoint one or morepersons to be custodians and, if the Corporation is insolvent, to be receivers,of and for the Corporation when:

### (i)                                     at any meeting held for the election ofdirectors the stockholders are so divided that they have failed to electsuccessors to directors whose terms have expired or would have expired uponqualification of their successors; or

### (ii)                                  the business of the Corporation issuffering or is threatened with irreparable injury because the directors are sodivided respecting the management of the affairs of the Corporation that therequired vote for action by the board of directors cannot be obtained and thestockholders are unable to terminate this division; or

### (iii)                               the Corporation has abandoned its business and hasfailed within a reasonable time to take steps to dissolve, liquidate ordistribute its assets.

## 11.2         DUTIESOF CUSTODIAN

Thecustodian shall have all the powers and title of a receiver appointed underSection 291 of the General Corporation Law of Delaware, but the authority ofthe custodian shall be to continue the business of the Corporation and not toliquidate its affairs and distribute its assets, except when the Court ofChancery otherwise orders and except in cases arising under Sections 226(a)(3)or 352(a)(2) of the General Corporation Law of Delaware.

# ARTICLE XII

# NOTICE BY ELECTRONIC TRANSMISSION

## 12.1         NOTICEBY ELECTRONIC TRANSMISSION

Withoutlimiting the manner by which notice otherwise may be given effectively tostockholders pursuant to the General Corporation Law of Delaware, thecertificate of incorporation or these bylaws, any notice to stockholders givenby the Corporation under any provision of the General Corporation Law ofDelaware, the certificate of incorporation or these bylaws shall be effective ifgiven by a form of electronic transmission consented to by the stockholder towhom the notice is given.  Any suchconsent shall be revocable by the stockholder by written notice to theCorporation.  Any such consent shall bedeemed revoked if:

### (i)                                     the Corporation is unable to deliver byelectronic transmission two consecutive notices given by the corporation inaccordance with such consent; and

 

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### (ii)                                  such inability becomes known to thesecretary or an assistant secretary of the Corporation or to the transferagent, or other person responsible for the giving of notice.

However,the inadvertent failure to treat such inability as a revocation shall notinvalidate any meeting or other action.

Anynotice given pursuant to the preceding paragraph shall be deemed given:

### (i)                                     if by facsimile telecommunication, whendirected to a number at which the stockholder has consented to receive notice;

### (ii)                                  if by electronic mail, when directed toan electronic mail address at which the stockholder has consented to receivenotice;

### (iii)                               if by a posting on an electronic network together withseparate notice to the stockholder of such specific posting, upon the later of(A) such posting and (B) the giving of such separate notice; and

### (iv)                              if by any other form of electronictransmission, when directed to the stockholder.

Anaffidavit of the secretary or an assistant secretary or of the transfer agentor other agent of the Corporation that the notice has been given by a form ofelectronic transmission shall, in the absence of fraud, be prima facie evidenceof the facts stated therein.

## 12.2         DEFINITIONOF ELECTRONIC TRANSMISSION

An“electronic transmission” means any form of communication, not directlyinvolving the physical transmission of paper, that creates a record that may beretained, retrieved, and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such a recipient through an automatedprocess.

## 12.3         INAPPLICABILITY

Noticeby a form of electronic transmission shall not apply to Sections 164, 296, 311,312 or 324 of the General Corporation Law of Delaware.

 

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