**Exhibit 3.2**

 

BYLAWS 

 

OF 

 

TIBCO SOFTWARE INC. 

 

(A Delaware Corporation) 

 

as amended and restated as ofMarch 2, 2004 

BYLAWS 

 

OF 

 

TIBCO SOFTWARE INC. 

 

as amended and restated as of March 2, 2004 

 

ARTICLE I 

 

CORPORATE OFFICES

 

1.1 REGISTERED OFFICE

 

The registered office of the corporation shall be in the City of Wilmington,County of New Castle, State of Delaware. The name of the registered agent of the corporation at such location is The Corporation Trust Company. 

 

1.2 OTHER OFFICES

 

The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business. 

 

ARTICLE II 

 

MEETINGS OF STOCKHOLDERS

 

2.1 PLACE OF MEETINGS

 

Meetings of stockholders shall be held at any place, within or outside theState of Delaware, designated by the board of directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation. 

 

2.2 ANNUAL MEETING

 

(a) The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. In the absence of suchdesignation, the annual meeting of stockholders shall be held on the third Thursday in May of each year at 10:00 a.m. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeedingfull business day. At the meeting, directors shall be elected, and any other proper business may be transacted. 

 

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properlybrought before an 

 

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annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or atthe direction of the board of directors, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a stockholder of record at the time ofgiving notice provided for in these Bylaws, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.2. For business to be properly brought before an annual meeting by a stockholder, thestockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not lessthan 120 calendar days in advance of the date specified in the corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that noannual meeting was held in the previous year or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the anniversary date of the previous year’s meeting, notice by the stockholder tobe timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to suchmeeting and (y) the tenth (10) day following the date on which public announcement of the date of such meeting is first made. For purposes of this Section 2.2, a “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission. In no event shall the public announcement of anadjournment of a stockholders meeting commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bringbefore the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on thecorporation’s books, of the stockholder proposing such business, (3) the class and number of shares of the corporation which are beneficially owned by the stockholder, (4) any material interest of the stockholder in such business, and(5) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholderproposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by theregulations promulgated under the 1934 Act. In addition, with respect to a stockholder proposal, if the stockholder has provided the corporation a notice as described above, the stockholder must have delivered a proxy statement and form of proxy toholders of a sufficient number of shares to carry such proposal in order for such proposal to be properly presented. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordancewith the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with theprovisions of this paragraph (b), and, if he or she should so determine, he or she shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted. 

 

(c) Only persons who are nominated in accordance with the procedures setforth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the 

 

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direction of the board of directors or by any stockholder of record of the corporation at the time of giving noticeprovided for in these Bylaws, who is entitled to vote in the election of directors at the meeting and who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of theboard of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 2.2. Such stockholder’s notice shall set forth (i) asto each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of suchperson, (C) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons(naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors,or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director ifelected); (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 2.2; and (iii) a written statement executed by such nominee acknowledging that, as a directorof such corporation, such person will owe a fiduciary duty, under the General Corporation Law of the State of Delaware, exclusively to the corporation and its stockholders. In addition, if the stockholder has provided the corporation a notice asdescribed above, the stockholder must have delivered a proxy statement and form of proxy to holders of a sufficient number of shares to elect such nominee in order for the proposal to be properly nominated. At the request of the board of directorsor the chairman of the board, any person nominated by a stockholder for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the stockholder’s notice of nomination which pertainsto the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrants, determineand declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he or she should so determine, he or she shall so declare at the meeting, and the defective nomination shall bedisregarded. 

 

2.3 SPECIAL MEETING

 

A special meeting of the stockholders may be called at any time by the boardof directors, or by any of the following persons with the concurrence of a majority of the board of directors: the chairman of the board of directors, the chairman of the executive committee, or the chief executive officer, but such special meetingsmay not be called by any other person or persons except as provided in Section 3.4 below. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting. 

 

2.4 ORGANIZATION

 

Meetings of stockholders shall be presided over by the chairman of the boardof directors, if any, or in his or her absence by a person designated by the board of directors, or, in the absence of a person so designated by the board of directors, by the chief financial officer, if any, or in his or her 

 

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absence by the secretary, if any, or in his or her absence by a chairman chosen at the meeting by the vote of a majorityin interest of the stockholders present in person or represented by proxy and entitled to vote thereat. The secretary, or in his or her absence, an assistant secretary, or, in the absence of the secretary and all assistant secretaries, a person whomthe chairman of the meeting shall appoint shall act as secretary of the meeting and keep a record of the proceedings thereof. 

 

The board of directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deemnecessary, appropriate or convenient. Subject to such rules and regulations of the board of directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such actsas, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintainingorder at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit,restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters whichare to be voted on by ballot. Unless and to the extent determined by the board of directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure. 

 

2.5 NOTICE OF STOCKHOLDERS’ MEETINGS

 

All notices of meetings with stockholders shall be in writing and shall besent or otherwise given in accordance with Section 2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specifythe place, date, and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of theannual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders (but any proper matter may be presented at the meeting for such action). The notice of any meeting atwhich directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election. Any previously scheduled meeting of the stockholders may be postponed, and (unless theCertificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the board of directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

 

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

 

Notice of any meeting of stockholders shall be given eitherpersonally or by mail, telecopy, telegram or other electronic or wireless means. Notices not personally delivered shall be sent postage or charges prepaid and shall be addressed to the stockholder at the address of that stockholder appearing on thebooks of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telecopy, telegram or otherelectronic or wireless means. 

 

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An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting,executed by the secretary, assistant secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice or report. 

 

2.7 QUORUM

 

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy,shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of thestockholders, then either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock present in person or represented by proxy at the meeting, shall have power to adjourn the meeting fromtime to time in accordance with Section 2.8, each 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 betransacted that might have been transacted at the meeting as originally noticed. 

 

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unlessthe question is one upon which, by express provision of the laws of the State of Delaware or of the Certificate of Incorporation or these Bylaws, a vote of a greater number or voting by classes is required, in which case such express provision shallgovern and control the decision of the question. 

 

If a quorumbe initially present, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 

 

2.8 ADJOURNED MEETING; NOTICE

 

Any meeting of stockholders, annual or special, whether or not a quorum is present, may be adjourned for any reason fromtime to time by either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock represented at the meeting, either in person or by proxy. In the absence of a quorum, no other businessmay be transacted at that meeting except as provided in Section 2.7 of these Bylaws. 

 

When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which theadjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than thirty (30) days from the date set for the original meeting, then notice of the adjourned meeting shall be given.Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting the corporation maytransact any business which might have been transacted at the original meeting. 

 

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2.9 VOTING

 

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions ofSection 2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners, and to voting trusts and other votingagreements). 

 

Except as may be otherwise provided in theCertificate of Incorporation, by these Bylaws or required by law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. 

 

Any stockholder entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from votingthe remaining shares or, except when the matter is the election of directors, may vote them against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusivelypresumed that the stockholder’s approving vote is with respect to all shares which the stockholder is entitled to vote. 

 

2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

 

The transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though theyhad been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy. 

 

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects at thebeginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in thenotice of the meeting but not so included, if that objection is expressly made at the meeting. 

 

2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

 

Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting ofstockholders of a corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action sotaken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such 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 ameeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the GeneralCorporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, thatwritten notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware. 

 

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2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

 

For purposes of determining the stockholders entitled to notice of anymeeting or to vote thereat, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event only stockholders ofrecord on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, byagreement or by applicable law. 

 

If the board of directors doesnot so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if noticeis waived, at the close of business on the business day next preceding the day on which the meeting is held. 

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meetingunless the board of directors fixes a new record date for the adjourned meeting, but the board of directors shall fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

 

The record date for any other purpose shall be as provided inSection 8.10 of these Bylaws. 

 

2.13 PROXIES

 

Every person entitled to vote for directors, or on any othermatter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a telegram, cablegram, or other means of electronic transmission, signed by the person and filed with thesecretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on theproxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only aslong as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking theproxy or by filing another duly executed proxy bearing a later date with the secretary of the corporation. 

 

A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is receivedby the corporation. 

 

2.14 INSPECTORS OF ELECTION

 

Before any meeting of stockholders, the board of directorsmay appoint an inspector or inspectors of election to act at the meeting or its adjournment. If no inspector of election is so appointed, then the chairman of the meeting may, and on the request of any stockholder or a stockholder’s proxyshall, appoint an inspector or inspectors of election to act at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting pursuant 

 

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to the request of one or more stockholders or proxies, then the holders of a majority of the voting power of shares ortheir proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request ofany stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. 

 

Such inspectors shall: 

 

(i)determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; 

 

(ii) receive votes, ballots or consents; 

 

(iii) hear and determine all challenges and questions in any way arising inconnection with the right to vote; 

 

(iv) count and tabulate allvotes or consents; 

 

(v) determine when the polls shall close;

 

(vi) determine the result; and 

 

(vii) do any other acts that may be proper to conduct the election or votewith fairness to all stockholders. 

 

ARTICLE III 

 

DIRECTORS

 

3.1 POWERS

 

Subject to the provisions of the General Corporation Law of Delaware and anylimitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shallbe exercised by or under the direction of the board of directors. In addition to the powers and authorities these Bylaws expressly confer upon them, the board of directors may exercise all such powers of the corporation and do all such lawful actsand things as are not by the General Corporation Law of Delaware or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. 

 

3.2 NUMBER OF DIRECTORS

 

The number of directors which constitute the whole Board of Directors shall be fixed at six (6) unless increased by one or more resolutions adoptedfrom time to time by the Board of Directors. 

 

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No reduction of the authorized number of directors shall have the effect of removing any director beforethat director’s term of office expires. 

 

3.3 ELECTION,QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

 

Except asprovided in Section 3.4 of these bylaws or the certificate of incorporation, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so requiredby the certificate of incorporation or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected and qualifiedor until his or her earlier resignation or removal. 

 

Electionsof directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. 

 

3.4 RESIGNATION AND VACANCIES

 

Any director may resign effective on giving written notice to the chairman of the board of directors, the secretary or theentire board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when theresignation becomes effective. 

 

Unless otherwise provided inthe Certificate of Incorporation or by these Bylaws, vacancies in the board of directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removalof a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the voting power of shares represented and voting at a duly held meeting at which a quorum is present (which shares votingaffirmatively also constitute a majority of the required quorum). Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified. 

 

Unless otherwise provided in the Certificate of Incorporation or theseBylaws: 

 

(i) Vacancies and newly created directorshipsresulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a soleremaining director. 

 

(ii) Whenever the holders of any class orclasses of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of thedirectors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. 

 

Any directors chosen pursuant to this Section 3.4 shall hold office for a term expiring at the next annual meeting of stockholders and until suchdirector’s successor shall have been duly elected and qualified. 

 

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If at any time, by reason of death or resignation or other cause, the corporation should have nodirectors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meetingof stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Lawof Delaware. 

 

If, at the time of filling any vacancy or anynewly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder orstockholders holding at least ten percent (10%) of the total number of the then outstanding shares having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, orto replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable. 

 

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

 

The board of directors of the corporation may hold meetings, both regularand special, either within or outside the State of Delaware. 

 

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or anycommittee, by means of conference telephone or similar communications equipment by 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 the meeting.

 

3.6 REGULAR MEETINGS

 

Regular meetings of the board of directors may be held without notice atsuch time and at such place as shall from time to time be determined by the board. 

 

3.7 SPECIAL MEETINGS; NOTICE

 

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board of directors, the chairman of the executive committee, the chief executive officer, the secretary or a majority ofthe members of the board of directors then in office. 

 

Theperson or persons authorized to call special meetings of the board of directors may fix the place and time of the meetings. The secretary or any assistant secretary shall give notice of any special meeting to each director personally or by telephoneto each director or sent by first-class mail, courier service or telegram, telecopy or other electronic or wireless means, postage or charges prepaid, addressed to each director at that director’s address as it is shown on the records of thecorporation or if the address is not readily ascertainable, notice shall be addressed to the director at the city or place in which the meetings of directors are regularly held. If the notice is by mail, such notice shall be deposited in the UnitedStates mail at least four (4) days prior to the time set for such 

 

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meeting. If the notice is by telegram, overnight mail or courier service, such notice shall be deemed adequatelydelivered when the telegram is delivered to the telegram company or the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by facsimiletransmission or other electronic means, such notice shall be deemed adequately delivered when the notice is transmitted at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by telephone or by hand delivery,such notice shall be deemed adequately delivered when the notice is given at least twenty-four (24) hours prior to the time set for such meeting. Any oral notice given personally or by telephone may be communicated either to the director or toa person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. If the meeting is to be held at the principal executive office of the corporation, the notice need notspecify the purpose or the place of the meeting. Moreover, a notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting. 

 

3.8 QUORUM

 

At all meetings of the board of directors, a majority of the authorizednumber of] directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwisespecifically provided by the certificate of incorporation or by applicable law. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice otherthan announcement at the meeting, until a quorum is present. 

 

Ameeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors to have less than a quorum, if any action taken is approved by at least a majority of the required quorum for that meetingprior to the loss of such quorum. 

 

3.9 WAIVER OF NOTICE

 

Whenever notice is required to be given under any provisionof the General Corporation Law of Delaware or of the certificate of incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent tonotice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver ofnotice unless so required by the certificate of incorporation or these bylaws. 

 

3.10 ADJOURNMENT

 

Amajority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. 

 

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3.11 NOTICE OF ADJOURNMENT

 

Notice of the time and place of holding an adjourned meeting need not be given if announced unless the meeting is adjournedfor more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the mannerspecified in Section 3.7 of these Bylaws, to the directors who were not present at the time of the adjournment. 

 

3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

 

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the boardof directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board orcommittee. 

 

3.13 ORGANIZATION

 

Meetings of the board of directors shall be presided over by the chairman ofthe board of directors, if any. In his or her absence, a majority of the directors present at the meeting, assuming a quorum, shall designate a president pro tem of the meeting who, if any such person be present, shall be a chairman of a committeeof the board of directors and who shall preside at the meeting. The secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting. 

 

3.14 FEES AND COMPENSATION OF DIRECTORS

 

Unless otherwise restricted by the certificate of incorporation or thesebylaws, the board of directors shall have the authority to fix the compensation of directors. This Section 3.14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee orotherwise and receiving compensation for those services. 

 

3.15REMOVAL OF DIRECTORS

 

Unless otherwise restricted bystatute, and except as otherwise provided by the certificate of incorporation or these bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote atan election of directors; provided, however, that, if and so long as stockholders of the corporation are entitled to cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes castagainst his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors. 

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term ofoffice. 

 

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3.16 EXECUTIVE SESSION

 

It is the intent of the board of directors that the members of the board of directors who are not employees of thecorporation shall confer in executive session at least annually. Such independent directors may confer in additional executive sessions from time to time throughout the year, as determined by a majority of such independent directors. 

 

ARTICLE IV 

 

COMMITTEES 

 

4.1 COMMITTEES OF DIRECTORS

 

The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of oneor more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualificationof a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act atthe meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in the bylaws of the corporation, shall have and may exercise all the powers and authorityof the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to(i) amend the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided inSection 151(a) of the General Corporation Law of Delaware, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversioninto, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase ordecrease of the shares of any series), (ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, (iv) recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (v) amend the bylaws of the corporation; and, unless the boardresolution establishing the committee, the by-laws or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate ofownership and merger pursuant to Section 253 of the General Corporation Law of Delaware. So long as the board of directors delegates compensation issues to a compensation committee or other entity dealing with compensation issues, Reuters shallhave the right to have a Reuters Director on such committee, until such time as Reuters no longer has the right to nominate to any directors to the board of directors pursuant to section 3.4 of the bylaws. 

 

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4.2 COMMITTEE MINUTES

 

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

 

4.3 MEETINGS AND ACTION OF COMMITTEES

 

Meetings and actions of committees shall be governed by, and held and takenin accordance 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), and Section 3.12 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members;provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the boardof directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committeenot inconsistent with the provisions of these bylaws. 

 

4.4EXECUTIVE COMMITTEE

 

In the event that the board ofdirectors appoints an executive committee, such executive committee, in all cases in which specific directions to the contrary shall not have been given by the board of directors, shall have and may exercise, during the intervals between themeetings of the board of directors, all the powers and authority of the board of directors in the management of the business and affairs of the corporation (except as provided in Section 4.1 hereof) in such manner as the executive committee maydeem in the best interests of the corporation. 

 

ARTICLE V

 

OFFICERS

 

5.1 OFFICERS

 

The officers of the corporation shall be a president, a secretary, and achief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant vice presidents, one or more assistant secretaries, one or moreassistant treasurers, and any such other officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of offices may be held by the same person. 

 

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5.2 APPOINTMENT OF OFFICERS

 

The officers of the corporation, except such officers as may be appointed in accordance with the provisions ofSections 5.3 or 5.5 of these bylaws, shall be appointed by the board of directors, subject to the rights, if any, of an officer under any contract of employment. 

 

5.3 SUBORDINATE OFFICERS

 

The board of directors may appoint, or empower the chief executive officer of the corporation to appoint, such other officers and agents as the businessof the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine. 

 

5.4 REMOVAL AND RESIGNATION OF OFFICERS

 

Subject to the rights, if any, of an officer under any contract ofemployment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board of directors at any regular or special meeting of the board or, except in the case of an officer chosen by the board ofdirectors, by any officer upon whom such power of removal may be conferred by the board of directors. 

 

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of thatnotice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of thecorporation under any contract to which the officer is a party. 

 

5.5 VACANCIES IN OFFICES

 

Any vacancyoccurring in any office of the corporation shall be filled by the board of directors. 

 

5.6 CHAIRMAN OF THE BOARD

 

The chairman of the board, if such an officer be elected and unless otherwise designated by the board of directors, shall, if present, preside at meetings of the board of directors. In addition, such officer shall exercise and perform suchother powers and duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If so designated by the board of directors, then the chairman of the board shall also be the chief executiveofficer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these bylaws. 

 

5.7 CHAIRMAN OF EXECUTIVE COMMITTEE

 

The chairman of the executive committee, if there be one, shall have the power to call meetings of the stockholders and also of the board of directors tobe held subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chairman of the executive committee shall deem proper. The chairman of the executive committee shall have such other powers and besubject to such other duties as the board of directors may from time to time prescribe. 

 

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5.8 PRESIDENT

 

Subject to such powers and duties, if any, as may be given by the board of directors to the chairman of the board or anyvice chairman, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and theofficers of the corporation. The president shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board or if otherwise designated by the board of directors, at all meetings of the board ofdirectors. The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

 

In case of the disability or death of the president, the boardof directors shall meet promptly to confer the powers of the president on another elected officer. Until the board of directors takes such action, the chief financial officer shall exercise all the power and perform all the duties of the president.

 

5.9 VICE PRESIDENTS

 

In the absence or disability of the chairman of the board, any vice chairmanand the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president and when so actingshall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board ofdirectors, these bylaws, the president or the chairman of the board. 

 

5.10 SECRETARY

 

The secretary shall keep orcause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shallshow 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 at directors’ meetings or committee meetings, the number of shares present or represented atstockholders’ meetings, and the proceedings thereof. 

 

Thesecretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or aduplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of everycertificate surrendered for cancellation. 

 

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The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of theboard of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by theboard of directors or by these bylaws. 

 

5.11 CHIEF FINANCIALOFFICER

 

The chief financial officer shall keep andmaintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses,capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director. 

 

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may bedesignated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the chief executive officer and directors, whenever they request it, anaccount of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

 

The chief financial officer shall be the treasurer of thecorporation unless otherwise designated by the board of directors. 

 

5.12 ASSISTANT SECRETARY

 

The assistantsecretary, or, if there is more than one, the assistant secretaries in the order determined by the stockholders or board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretaryor in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the board of directors or these bylaws.

 

5.13 ASSISTANT TREASURER

 

The assistant treasurer, or, if there is more than one, the assistanttreasurers, in the order determined by the stockholders or board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of his or her inabilityor refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the board of directors or these bylaws. 

 

5.14 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

 

The chairman of the board, the president, any vice president, the chieffinancial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf 

 

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of this corporation all rights incident to any and all shares of any other corporation or corporations standing in thename of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority. 

 

5.15 AUTHORITY AND DUTIES OF OFFICERS

 

In addition to the foregoing authority and duties, all officers of thecorporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors or the stockholders. 

 

ARTICLE VI 

 

INDEMNITY

 

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, orproceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of thecorporation (or any predecessor) or is or was serving at the request of the corporation (or any predecessor) as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (or anypredecessor of any of such entities), including service with respect to employee benefit plans maintained or sponsored by the corporation (or any predecessor), whether the basis of such proceeding is alleged action in an official capacity as adirector, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of theState of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted thecorporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or sufferedby such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit or his or her heirs, executors and administrators; provided,however, that except as provided in the third paragraph of this Bylaw, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (orpart thereof) was authorized by the board of directors. The right to indemnification conferred in this Bylaw shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceedingin advance of its final disposition, such advances to be paid by the corporation within twenty (20) days after the receipt by the corporation of a statement or statements from the claimant requesting such advance or advances from time to time;provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other 

 

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capacity in which service was or is rendered by such person while a director or officer, including, without limitation,service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shallultimately be determined that such director or officer is not entitled to be indemnified under this Bylaw or otherwise. 

 

To obtain indemnification under this Bylaw, a claimant shall submit to the corporation a written request, including therein or therewith suchdocumentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuantto the preceding sentence, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or(ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the board of directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum ofthe board of directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the board of directors, a copy of which shall bedelivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by the stockholders of the corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request ofthe claimant, the Independent Counsel shall be selected by the board of directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a“Change of Control” as defined below, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the board of directors. If it is so determined that the claimantis entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination. 

 

If a claim for the indemnification under this Bylaw is not paid in full by the corporation within thirty (30) days after a written claim pursuant tothe preceding paragraph of this Bylaw has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimantshall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final dispositionwhere the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the corporationto indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, Independent Counsel or stockholders) to have made adetermination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State ofDelaware, nor an actual determination by the corporation (including its board of directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard of conduct. 

 

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If a determination shall have been made pursuant to this Bylaw that the claimant is entitled toindemnification, the corporation shall be bound by such determination in any judicial proceeding commenced pursuant to the proceeding paragraph of this Bylaw. The corporation shall be precluded from asserting in any judicial proceeding commencedpursuant to the third paragraph of this Bylaw that the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the corporation is bound by all the provisions of this Bylaw. Theright to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Bylaw shall not be exclusive or any other right which any person may have or hereafter acquire under anystatute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this Bylaw shall in any way diminish or adversely affect the rights of anydirector, officer, employee or agent of the corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification. 

 

If any provision or provisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held tobe invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylawcontaining any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. 

 

For the purpose of this Bylaw, a “Change of Control” shall mean:

 

(1) the acquisition by any individual, entity or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either (i) the then outstanding sharesof common stock of the corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the corporation entitled to vote generally in the election of directors(the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this part (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the corporation or anyacquisition from other stockholders where (A) such acquisition was approved in advance by the board of directors of the corporation, and (B) such acquisition would not constitute a Change of Control under part (1) of this definition,(ii) any acquisition by the corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the corporation or any corporation controlled by the corporation, or (iv) any acquisition by anycorporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of part (1) of this definition; or 

 

(2) individuals who, as of the date hereof, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute atleast a majority of the board of directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such 

 

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individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies of consents by or on behalf of a Person other than theboard of directors; or 

 

(3) consummation of a reorganization,merger or consolidation or sale or other disposition of all or substantially all of the assets of the corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all ofthe individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of thecorporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the corporation or all or substantially all of the corporation’s assets either directly or through oneor more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be,(ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the corporation or such corporation resulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except tothe extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of the board of directors, providing for such Business Combination; or 

 

(4) approval by the stockholders of a complete liquidation or dissolution of the corporation. 

 

For purposes of this Bylaw: 

 

“Disinterested Director” shall mean a director of thecorporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant. 

 

“Independent Counsel” shall mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters ofcorporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the corporation or the claimant in an action to determine theclaimant’s rights under this Bylaw. 

 

Any notice, requestor other communication required or permitted to be given to the corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail,postage or charges prepaid, return copy requested, to the secretary of the corporation and shall be effective only upon receipt by the secretary. 

 

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6.2 INDEMNIFICATION OF OTHERS

 

The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law ofDelaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with anyproceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.2, an “employee” or “agent” of the corporation (other than a director or officer) includes anyperson (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or(iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 

 

6.3 INSURANCE

 

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or isor was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her inany such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware. 

 

6.4 EXPENSES

 

The corporation shall advance to any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation, oris or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, allexpenses incurred by any director or officer in connection with such proceeding, upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to beindemnified under this Bylaw or otherwise; provided, however, that the corporation shall not be required to advance expenses to any director or officer in connection with any proceeding (or part thereof) initiated by such person unless theproceeding was authorized in advance by the board of directors of the corporation. 

 

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6.5, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer isor was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a 

 

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determination is reasonably and promptly made (i) by the board of directors by a majority vote of a quorumconsisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the factsknown to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of thecorporation. 

 

6.5 NON-EXCLUSIVITY OF RIGHTS

 

The rights conferred on any person by this Bylaw shall not be exclusiveof any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification andadvances, to the fullest extent not prohibited by the General Corporation Law of Delaware. 

 

6.6 SURVIVAL OF RIGHTS

 

The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

6.7 AMENDMENTS

 

Any repeal or modification of this Bylaw shall only be prospective and shallnot affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. 

 

ARTICLE VII 

 

RECORDS AND REPORTS

 

7.1 MAINTENANCE AND INSPECTION OF RECORDS

 

The corporation shall, either at its principal executive officer or at suchplace or places as designated by the board of directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books,and other records. 

 

Any stockholder of record, in person or byattorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and itsother books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or 

 

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other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power ofattorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

 

The officer who has charge of the stock ledger of thecorporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder andthe number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days priorto the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list 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. 

 

7.2 INSPECTION BY DIRECTORS

 

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for apurpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation topermit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection,or award such other and further relief as the Court may deem just and proper. 

 

7.3 ANNUAL STATEMENT TO STOCKHOLDERS

 

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of thecorporation. 

 

ARTICLE VIII 

 

GENERAL MATTERS

 

8.1 CHECKS

 

From time to time, the board of directors shall determine by resolutionwhich person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall signor endorse those instruments. 

 

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8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

 

The board of directors, except as otherwise provided in these bylaws, mayauthorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized orratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount. 

 

8.3 STOCK CERTIFICATES

 

The shares of the corporation shall be represented bycertificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply toshares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request everyholder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the president or vice-president, and by the chief financial officeror an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with thesame effect as if the person were such officer, transfer agent or registrar at the date of issue. 

 

8.4 SPECIAL DESIGNATION ON CERTIFICATES

 

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, thepreferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized onthe face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of theforegoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who sorequests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

8.5 LOST CERTIFICATES

 

Except as provided in this Section 8.5, no new certificates for sharesshall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled 

 

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at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of anycertificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bondsufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The board of directors may adoptsuch other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate. 

 

8.6 CONSTRUCTION; DEFINITIONS

 

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DelawareGeneral Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes botha corporation and a natural person. 

 

8.7 DIVIDENDS

 

The directors of the corporation, subject to any restrictionscontained in (i) the General Corporation Law of Delaware or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of thecorporation’s capital stock. 

 

The directors of thecorporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose 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 meeting contingencies. 

 

8.8 FISCAL YEAR

 

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

 

8.9 SEAL

 

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing itor a facsimile thereof to be impressed or affixed or in any other manner reproduced. 

 

8.10 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

 

For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or for purposesof determining the stockholders entitled to exercise any rights in respect of any other lawful action (other than action by stockholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shallnot be more than 60 days before any such action. In that case, only stockholders of record at 

 

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the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, orto exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided by law. 

 

If the board of directors does not so fix a record date, then the record datefor determining stockholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution, or the 60th day before the date of that action, whichever is later. 

 

8.11 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW

 

All restrictions, limitations, requirements and other provisions of theseBylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shallbe illegal. 

 

8.12 PROVISIONS CONTRARY TO PROVISIONS OFLAW

 

Any article, section, subsection, subdivision,sentence, clause or phrase of these Bylaws which upon being construed in the manner provided in Section 8.11 hereof, shall be contrary to or inconsistent with any applicable provisions of law, shall not apply so long as said provisions of lawshall remain in effect, but such result shall not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws would have been adopted and each article, section, subsection, subdivision,sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal. 

 

ARTICLE IX 

 

AMENDMENTS

 

Subject to any voting requirements set forth in the corporation’s certificate of incorporation, the bylaws of the corporation may be adopted, amendedor repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferredupon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal these bylaws. Notwithstanding the foregoing, amendment or deletion of all or any portion of Article II hereof, Section 3.2hereof, Section 3.3 hereof, Section 3.4 hereof, Section 6.1 hereof or this Article IX by the stockholders of the corporation shall require the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote thereon. 

 

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ARTICLE X 

 

DISSOLUTION

 

If it should be deemed advisable in the judgment of the board of directors of the corporation that the corporation be dissolved, the board, after theadoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting ofstockholders to take action upon the resolution. 

 

At themeeting a vote shall be taken for and against the proposed dissolution. If a majority of the voting power of the outstanding stock of the corporation entitled to vote thereon votes for the proposed dissolution, then a certificate stating that thedissolution has been authorized in accordance with the provisions of Section 275 of the General Corporation Law of Delaware and setting forth the names and residences of the directors and officers shall be executed, acknowledged, and filed andshall become effective in accordance with Section 103 of the General Corporation Law of Delaware. Upon such certificate’s becoming effective in accordance with Section 103 of the General Corporation Law of Delaware, the corporationshall be dissolved. 

 

Whenever all the stockholders entitled tovote on a dissolution consent in writing, either in person or by duly authorized attorney, to a dissolution, no meeting of directors or stockholders shall be necessary. The consent shall be filed and shall become effective in accordance withSection 103 of the General Corporation Law of Delaware. Upon such consent’s becoming effective in accordance with Section 103 of the General Corporation Law of Delaware, the corporation shall be dissolved. If the consent is signed byan attorney, then the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with the Secretary of State shall have attached to it the affidavit of the secretary or some other officer ofthe corporation stating that the consent has been signed by or on behalf of all the stockholders entitled to vote on a dissolution; in addition, there shall be attached to the consent a certification by the secretary or some other officer of thecorporation setting forth the names and residences of the directors and officers of the corporation. 

 

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ARTICLE XI 

 

CUSTODIAN

 

11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

 

The Court of Chancery, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to bereceivers, of and for the corporation when: 

 

(a) at anymeeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or 

 

(b) the business of the corporation is suffering or is threatened withirreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate thisdivision; or 

 

(c) the corporation has abandoned its businessand has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets. 

 

11.2 DUTIES OF CUSTODIAN

 

The custodian shall have all the powers and title of a receiver appointed under Section 291 of the General Corporation Law of Delaware, but theauthority of the custodian shall be to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the Court of Chancery otherwise orders and except in cases arising under Sections 226(a)(3)or 352(a)(2) of the General Corporation Law of Delaware. 

 

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