**Exhibit 3.2**

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**CHAPARRAL ENERGY, INC.**

**(AS OF APRIL 12, 2010)**

PREAMBLE 

TheseAmended and Restated Bylaws (“*Bylaws*”) are subject to, and governed by, the General Corporation Law of the State of Delaware (“*DGCL*”) and the Second Amended and Restated Certificate of Incorporation ofChaparral Energy, Inc. (the “*Corporation*”), as amended (the “*Certificate of Incorporation*”, such term to include the resolutions of the Board of Directors of the Corporation creating any series ofpreferred stock, par value $0.01 per share, of the Corporation (the “*Preferred Stock*”)). In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the DGCL or the provisions ofthe Certificate of Incorporation, such provisions of the DGCL and the Certificate of Incorporation, as the case may be, will be controlling. 

ARTICLE I 

Offices and Records 

Section 1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designatedfrom time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State of Delaware. 

Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State ofDelaware, as the Board of Directors of the Corporation (the “*Board of Directors*”) may from time to time determine or as the business of the Corporation may require. 

Section 1.3 Books and Records. The books and records of the Corporation may be kept at the Corporation’s principaloffice in Oklahoma City, Oklahoma or at such other locations within or outside the State of Delaware as may from time to time be designated by the Board of Directors. 

ARTICLE II 

Meetings of Stockholders 

Section 2.1 Annual Meetings. 

(a) An annual meeting of the Corporation’s stockholders (the “*Stockholders*”) shall be held each calendaryear for the purposes of (i) electing directors as provided in Article III and (ii) transacting such other business as may properly be brought before the meeting. Each annual meeting shall be held on such date (no later than 13 monthsafter the date of the last annual meeting of Stockholders) and at such time as shall be designated by the Board of Directors and stated in the notice or waivers of notice of such meeting. 

Section 2.2 Special Meetings. Special meetings of the Stockholders, for anypurpose or purposes, may be called at any time by the Chairman of the Board (if any) or the Chief Executive Officer and shall be called by the Secretary within ten (10) days after the written request, or by resolution adopted by the affirmativevote, of a majority of the total number of directors then in office, which request or resolution shall fix the date, time and place, and state the purpose or purposes, of the proposed meeting. Except as provided by applicable law, these Bylaws orthe Certificate of Incorporation, Stockholders shall not be entitled to call a special meeting of Stockholders or to require the Board of Directors or any officer to call such a meeting or to propose business at such a meeting. Business transactedat any special meeting of Stockholders shall be limited to the purposes stated in the notice or waivers of notice of such meeting. 

Section 2.3 Place of Meetings. The Board of Directors may designate the place of meeting (either within or without the Stateof Delaware) for any meeting of Stockholders. If no designation is made by the Board of Directors, the place of meeting shall be held at the principal executive office of the Corporation. In addition, the Board of Directors may determine that themeeting shall not be held at any place, but may instead be held solely by means of remote communications as authorized by these Bylaws. 

Section 2.4 Notice of Meetings. 

(a) Written notice of each meeting of Stockholders shall be delivered to each Stockholder of record entitled to vote thereat, whichnotice shall (i) state the place, if any, date and time of the meeting, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at any such meeting and, in the case of aspecial meeting, the purpose or purposes for which the meeting is called, and (ii) be given not less than 10 nor more than 60 days before the date of the meeting. 

(b) Each notice of a meeting of Stockholders shall be given as provided in Section 9.1, except that if no address appears on theCorporation’s books or stock transfer records with respect to any Stockholder, notice to such Stockholder shall be deemed to have been given if sent by first-class mail or telecommunication to the Corporation’s principal executive officeor if published at least once in a newspaper of general circulation in the county where such principal executive office is located. 

(c) If any notice addressed to a Stockholder at the address of such Stockholder appearing on the books of the Corporation is returned tothe Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the Stockholder at such address, all further notices to such Stockholder at such address shall be deemedto have been duly given without further mailing if the same shall be available to such Stockholder upon written demand of such Stockholder at the principal executive office of the Corporation for a period of one year from the date of the giving ofsuch notice. 

(d) Any previously scheduled meeting of the Stockholders may be postponed by resolution of the Board ofDirectors upon public notice given prior to the time previously scheduled for such meeting. 

 

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Section 2.5 Voting List. At least 10 days before each meeting of Stockholders,the Secretary or other officer or agent of the Corporation who has charge of the Corporation’s stock ledger shall prepare a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order and showing, withrespect to each Stockholder, his address and the number of shares registered in his name. 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 least10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at theprincipal place of business of the corporation. If the list is made available on an electronic network, then the company may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meetingis to held at a place, the list shall be produced and kept at the time of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present. If the meeting is to be held solely by means of remote communication, thenthe list shall also be open to the examination of any Stockholder during the whole time of the meeting on a reasonable accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.The stock ledger of the Corporation shall be the only evidence as to who are the Stockholders entitled to examine any list required by this Section 2.5 or to vote in person or by proxy at any meeting of Stockholders. 

Section 2.6 Quorum and Adjournment. The holders of a majority of the voting power of the outstanding shares of theCorporation entitled to vote generally on matters other than the election of directors (the “*Voting Stock*”), present in person or represented by proxy, shall constitute a quorum at any meeting of Stockholders, except asotherwise provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum is present at any meeting of Stockholders, such quorum shall not be broken by the withdrawal of enough Stockholders to leave less than a quorum andthe Stockholders may continue to transact business until adjournment, *provided* that any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If a quorum shall not be presentat any meeting of Stockholders, the holders of a majority of the Voting Stock represented at such meeting or, if no Stockholder entitled to vote is present at such meeting, any officer of the Corporation may adjourn such meeting from time to timeuntil a quorum shall be present. Notwithstanding anything in these Bylaws to the contrary, the chairman of any meeting of Stockholders shall have the right, acting in his sole discretion, to adjourn such meeting from time to time. Quorums for thevoting on the election of directors shall be determined pursuant to the Certificate of Incorporation. 

Section 2.7Adjourned Meetings. When a meeting of Stockholders is adjourned to another time or place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means ofremote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken; *provided*, *however*, if anadjournment is for more than 30 days or if after an adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder entitled to vote thereat. At any adjourned meeting at which aquorum shall be present in person or by proxy, the Stockholders entitled to vote thereat may transact any business which might have been transacted at the meeting as originally noticed. 

 

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Section 2.8 Voting. 

(a) Election of directors at all meetings of Stockholders shall be by written ballot, unless otherwise provided in the Certificate ofIncorporation; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, *provided* that any such electronic transmission must either set forth or besubmitted with information from which it can be determined that electronic transmission was authorized by the stockholder or proxy holder. Except as otherwise provided in the Certificate of Incorporation, directors shall be elected by a plurality ofthe votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, all matters otherthan the election of directors submitted to the Stockholders at any meeting shall be decided by the vote of the holders of a majority of the Voting Stock present in person or represented by proxy and entitled to vote on the subject matter. Except asotherwise provided in the Certificate of Incorporation or by applicable law, (i) no Stockholder shall have any right of cumulative voting and (ii) each outstanding share, regardless of class, shall be entitled to one vote on each mattersubmitted to a vote at a meeting of Stockholders. 

(b) Shares standing in the name of another corporation (whether domestic orforeign) may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine. Shares standing in the name of a deceased personmay be voted by the executor, personal representative or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardianship, conservatorship or trust may be voted by the appropriate fiduciary, eitherin person or by proxy, but no fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. AStockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee (or his proxy)may represent the stock and vote thereon. 

(c) If shares or other securities having voting power stand of record in the nameof two or more persons (whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise) or if two or more persons have the same fiduciary relationship respecting the same shares, unless theSecretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(i) if only one votes, his act binds all; 

(ii) if more than one votes, the act of the majority so voting binds all; and 

(iii) if more than one votes but the vote is evenly split on any particular matter, each faction may vote the securitiesin question proportionately or any person voting the shares, or a beneficiary, (if any) may apply to the Delaware Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the person so voting theshares, which shall then be voted as determined by a majority such persons and the person so appointed by the court. 

 

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If the instrument so filed shows that any such tenancy is held in unequal interests, a majority oreven-split for the purpose of the paragraph (c) shall be a majority or even-split in interest. 

Section 2.9Proxies. 

(a) At any meeting of Stockholders, each Stockholder having the right to vote thereat may be represented andvote either in person or by proxy executed in writing by such Stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation at or before the beginning of each meeting at which such proxyis to be voted. Unless otherwise provided therein, no proxy shall be valid after three years from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient inlaw to support an irrevocable power or unless otherwise made irrevocable by applicable law. 

(b) A proxy shall be deemedsigned if the Stockholder’s name is placed on the proxy (whether by manual signature, telegraphic transmission or otherwise) by the Stockholder or his attorney-in-fact. In the event any proxy shall designate two or more persons to act asproxies, a majority of such persons present at the meeting (or, if only one shall be present, then that one) shall have and may exercise all the powers conferred by the proxy upon all the persons so designated unless the proxy shall otherwiseprovide. 

(c) Except as otherwise provided by applicable law, by the Certificate of Incorporation or by these Bylaws, theBoard of Directors may, in advance of any meeting of Stockholders, prescribe additional regulations concerning the manner of execution and filing of proxies (and the validation of same) which may be voted at such meeting. 

Section 2.10 Record Date. For the purpose of determining the Stockholders entitled to notice of or to vote at any meeting ofStockholders (or any adjournment thereof) or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any otherlawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors or be more than 60 nor less than 10 days prior to the dateof such meeting nor more than 60 days prior to any other action. If no record date is fixed, (i) 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 theday next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining Stockholders for any other purposeshall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to anyadjournment of the meeting; *provided*, *however*, that the Board of Directors may fix a new record date for the adjourned meeting. 

 

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Section 2.11 Conduct of Meetings; Agenda. 

(a) Meetings of the Stockholders shall be presided over by the officer of the Corporation whose duties under these Bylaws require him todo so; *provided*, *however*, if no such officer of the Corporation shall be present at any meeting of Stockholders, such meeting shall be presided over by a chairman to be chosen by a majority of the Stockholders entitled to vote at themeeting who are present in person or by proxy. At each meeting of Stockholders, the officer of the Corporation whose duties under these Bylaws require him to do so shall act as secretary of the meeting; *provided*, *however*, if no suchofficer of the Corporation shall be present at any meeting of Stockholders, the chairman of such meeting shall appoint a secretary. The order of business at each meeting of Stockholders shall be as determined by the chairman of the meeting,including such regulation of the manner of voting and the conduct of discussion as seems to him in order. 

(b) The Board ofDirectors may, in advance of any meeting of Stockholders, adopt an agenda for such meeting, adherence to which the chairman of the meeting may enforce. 

Section 2.12 Inspectors of Election; Opening and Closing of Polls. 

(a) Before any meeting of Stockholders, the Board of Directors may, and if required by law shall, appoint one or more persons to act asinspectors of election at such meeting or any adjournment thereof. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and if required by law or requested by any Stockholder entitled tovote or his proxy shall, appoint a substitute inspector. If no inspectors are appointed by the Board of Directors, the chairman of the meeting may, and if required by law or requested by any Stockholder entitled to vote or his proxy shall, appointone or more inspectors at the meeting. Notwithstanding the foregoing, inspectors shall be appointed consistent with the mandatory provisions of Section 231 of the DGCL. 

(b) Inspectors may include individuals who serve the Corporation in other capacities (including as officers, employees, agents orrepresentatives); *provided*, *however*, that no director or candidate for the office of director shall act as an inspector. Inspectors need not be Stockholders. 

(c) The inspectors shall (i) determine the number of shares of capital stock of the Corporation outstanding and the voting power ofeach, the number of shares represented at the meeting, the existence of a quorum and the validity and effect of proxies and (ii) receive votes or ballots, hear and determine all challenges and questions arising in connection with the right tovote, count and tabulate all votes and ballots, determine the results and do such acts as are proper to conduct the election or vote with fairness to all Stockholders. On request of the chairman of the meeting, the inspectors shall make a report inwriting of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. The inspectors shall have such other duties as may be prescribed by Section 231 of the DGCL. 

(d) The chairman of the meeting may, and if required by the DGCL shall, fix and announce at the meeting the date and time of the openingand the closing of the polls for each matter upon which the Stockholders will vote at the meeting. 

 

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Section 2.13 Procedures for Bringing Business before Annual Meetings.

(a) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting ofStockholders except in accordance with the procedures hereinafter set forth in this Section 2.13; *provided*, *however*, that nothing in this Section 2.13 shall be deemed to preclude discussion by any Stockholder of any businessproperly brought before any annual meeting of Stockholders in accordance with such procedures. 

(b) At any annual meeting ofStockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business (other than business relating to any nomination of directors, which is governed bySection 3.5) must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before themeeting by or at the direction of the Chairman of the Meeting or Board of Directors (or any duly authorized committee thereof) or (iii) otherwise properly brought before the meeting by a Stockholder of record entitled to vote in the election ofdirectors generally, in compliance with the provisions of this Section 2.13 and a proper subject to be brought before such meeting. In addition to any other applicable requirements, for business to be properly brought before an annual meetingby a Stockholder (other than business relating to any nomination of directors, which is governed by Section 3.5), the Stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a Stockholder’s notice mustbe delivered to or mailed and received at the principal executive office of the Corporation not less than the close of business on the date 120 days nor more than 180 days prior to the first anniversary of the date of the preceding year’sannual meeting; *provided*, *however*, that if no annual meeting was held in the previous year or the date of the annual meeting of Stockholders has been changed by more than 30 calendar days from the date contemplated at the time of theprevious year’s proxy statement, the notice must be received by the Corporation not later than the close of business on the later of 120 days and not sooner than 180 days prior to the first anniversary of the date of the preceding year’sannual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. Any meeting of Stockholders which is adjourned and will reconvene within 30 days after the meeting date asoriginally noticed shall, for purposes of any Stockholder’s notice contemplated by this paragraph (b), be deemed to be a continuation of the original meeting, and no business may be brought before such adjourned meeting by any Stockholderunless timely notice of such business was given to the Secretary of the Corporation for the meeting as originally noticed. In no event shall the public disclosure of an adjournment of an annual meeting of stockholders constitute a new time periodfor the giving of a stockholder’s notice as described above. 

(c) Each notice given by a Stockholder as contemplated byparagraph (b) above other than a proposed nomination of any person for election or reelection as a director (which is addressed in Section 3.5) shall set forth, as to each matter the Stockholder proposes to bring before the annual meeting:(i) the nature of the proposed business with reasonable particularity, including the exact text of any proposal to be presented for adoption and any supporting statement, which proposal and supporting statement shall not in the aggregate exceed500 words, and his reasons for conducting such business at the annual meeting; (ii) any material interest of the Stockholder in such business; (iii) the name, principal occupation and record address of the Stockholder; (iv) the classand number of shares of the Corporation which are held of record or beneficially owned by the Stockholder; (v) the dates upon which the Stockholder acquired such shares of stock and documentary support for any claims of beneficial ownership;and (vi) such other matters as may be required by the Certificate of Incorporation. 

 

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(d) The foregoing right of a Stockholder to propose business for consideration at an annualmeeting of Stockholders shall be subject to such conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. Nothing in this Section 2.13 shall entitle any Stockholder to propose business for consideration atany special meeting of Stockholders. 

(e) The chairman of any meeting of Stockholders shall determine whether business hasbeen properly brought before the meeting and, if the facts so warrant, may refuse to transact any business at such meeting which has not been properly brought before the meeting. 

(f) Notwithstanding any other provision of these Bylaws, the Corporation shall be under no obligation to include any Stockholder proposalin its proxy statement or otherwise present any such proposal to Stockholders at a meeting of Stockholders if the Board of Directors reasonably believes that the proponents thereof have not complied with Sections 13 and 14 of the Securities ExchangeAct of 1934, as amended (the “*Exchange Act*”), and the rules and regulations promulgated thereunder, and the Corporation shall not be required to include in its proxy statement to Stockholders any Stockholder proposal notrequired to be included in its proxy statement to Stockholders in accordance with the Exchange Act and such rules or regulations. 

(g) Nothing in this Section 2.13 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. 

(h) Reference is made to the Certificate ofIncorporation and Section 3.5 for procedures relating to the nomination of any person for election or reelection as a director of the Corporation. 

Section 2.14 Action by Written Consent. Unless otherwise provided by law or the Certificate of Incorporation, any actionrequired or permitted to be taken by the Stockholders may be taken without prior notice and an actual meeting if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than theminimum 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. Except as provided above, no action shall be taken by the Stockholders by writtenconsent. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing. 

ARTICLE III 

Board of Directors — Powers, Number, Nominations, 

Resignations, Removal, Vacancies and Compensation 

Section 3.1 Management. The business and affairs of the Corporation shall be managed by and under the direction of the Boardof Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by these Bylaws, the Board of 

Directors may exercise all the powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation orby these Bylaws directed or required to be exercised or done by the Stockholders. 

 

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Section 3.2 Number. Subject to any limitations in the Certificate ofIncorporation (including, but not limited to, the provisions of Sections B(5)b.1. and B(5)c.1. of Article 4 of the Certificate of Incorporation), the number of directors shall be fixed from time to time exclusively by resolution adopted by amajority of the directors then in office, but shall consist of not less than five (5) nor more than ten (10) directors, subject, however, to increases above ten (10) members as may be required in order to permit the holders of anyseries of Preferred Stock to elect directors under specified circumstances. Subject to any limitations in the Certificate of Incorporation (including, but not limited to, the provisions of Sections B(5)b.1. and B(5)c.1. of Article 4 of theCertificate of Incorporation), the maximum number of directors may not be increased by the Board of Directors to exceed ten (10) without the affirmative vote of a majority of the members of the entire Board of Directors. Notwithstanding theforegoing provisions of this Section 3.2, at such time that all shares of the Corporation’s common stock, par value $0.01 per share (the “*Common Stock*”) (other than class A common stock) have been converted intoshares of class A common stock as contemplated by the Certificate of Incorporation or are not longer outstanding, the number of directors of the Corporation, other than those who may be elected by the holders of one or more series of PreferredStock issued by the Corporation voting separately by class or series, shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of all of the members of the Board of Directors at such time.

Section 3.3 Qualification. A director need not be Stockholder or resident of the State of Delaware. Each directormust have attained twenty-one (21) years of age. 

Section 3.4 Election; Term of Office. 

(a) Subject to Sections 3.8 and 3.9 of these Bylaws, each director elected at an annual meeting of Stockholders to succeed a directorwhose term is expiring shall hold office until the next annual meeting of Stockholders after his election or until his successor is elected and qualified or until his earlier death, resignation or removal. Notwithstanding anything in these Bylaws tothe contrary, whenever the holders of any one or more classes or series of Common Stock or Preferred Stock issued by the Corporation shall have the right, voting, separately by class or series, to elect directors at an annual meeting or theelection, term or office, filling of vacancies and other features of such directorships shall be governed by the Certificate of Incorporation applicable thereto. 

(b) Directors shall be elected by Stockholders only as set forth in the Certificate of Incorporation. 

(c) No decrease in the number of directors constituting the number of directors then in office shall have the effect of shortening theterm of any incumbent director. 

 

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Section 3.5 Nominations. 

(a) Notwithstanding anything in these Bylaws to the contrary, only persons who are nominated in accordance with the procedureshereinafter set forth in this Section 3.5 shall be eligible for election as directors of the Corporation. 

(b)Nominations of persons for election to the Board of Directors at a meeting of Stockholders may be made only as set forth in the Certificate of Incorporation. 

(c) Each notice given by a Stockholder as contemplated by paragraph (b) above shall set forth the following information, in additionto any other information or matters required by the Certificate of Incorporation: 

(i) as to each person whom aStockholder proposes to nominate for election or re-election as a director in accordance with the Certificate of Incorporation, (A) the exact name of such person, (B) such person’s age, principal occupation, business address andtelephone number and residence address and telephone number, (C) the number of shares (if any) of each class of stock of the Corporation owned directly or indirectly by such person and (D) all other information relating to such person thatis required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor regulation thereto (including such person’s notarized written acceptance of such nomination,consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); 

(ii) as to the Stockholder giving the notice, (A) his name and address, as they appear on the Corporation’sbooks, (B) his principal occupation, business address and telephone number and residence address and telephone number, (C) the class and number of shares of the Corporation which are held of record or beneficially owned by him and(D) the dates upon which he acquired such shares of stock and documentary support for any claims of beneficial ownership; and 

(iii) a description of all arrangements or understandings between the Stockholder giving the notice and each nominee andany other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Stockholder. 

At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of theCorporation that information required to be set forth in a Stockholder’s notice of nomination which pertains to the nominee. 

(d) The foregoing right of a Stockholder to nominate a person for election or reelection to the Board of Directors shall be subject tosuch conditions, restrictions and limitations as may be imposed by the Certificate of Incorporation. 

(e) Nothing in thisSection 3.5 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. 

Section 3.6 Resignations. Any director may resign at any time by giving written notice to the Board of Directors or theSecretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from theBoard of Directors, effective at a future date, such vacancy or vacancies shall be filled pursuant to Section 3.8 of these Bylaws, to take effect when such resignation or resignations shall become effective, and each Director so chosen shallhold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified. 

 

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Section 3.7 Removal. Any director may be removed from the Board of Directors orfrom any committee thereof at any time (i) with or without Cause (as defined in the Certificate of Incorporation), only at the direction of, and with the vote by the holders of a majority of the outstanding shares of such class of Common Stockwhich elected such director, or (ii) for Cause as determined by the holders of a majority of the outstanding shares of Common Stock. 

Section 3.8 Vacancies. 

(a) If a vacancy is created on the Board of Directors or a committee thereof as a result of the death, disability, retirement,resignation or removal of any member of the Board of Directors, then a replacement shall be designated in accordance with the Certificate of Incorporation. If there are no directors then in office, an election of directors may be held in the mannerprovided by applicable law. 

(b) Any newly-created directorship resulting from any increase in the number of directorsconstituting the total number of directors which the Corporation would have if there were no vacancies may be filled by a majority of the directors then in office (though less than a quorum), or by the sole remaining director. Each director soappointed shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. 

(c) Except as expressly provided in these Bylaws or the Certificate of Incorporation or as otherwise provided by law, Stockholders shallnot have any right to fill vacancies on the Board of Directors, including newly-created directorships. 

(d) If, as a result ofa disaster or emergency (as determined in good faith by the then remaining directors), it becomes impossible to ascertain whether or not vacancies exist on the Board of Directors and a person is or persons are elected by the directors, who in goodfaith believe themselves to be a majority of the remaining directors, or the sole remaining director, to fill a vacancy or vacancies that such remaining directors in good faith believe exists, then the acts of such person or persons who are soelected as directors shall be valid and binding upon the Corporation and the Stockholders, although it may subsequently develop that at the time of the election (i) there was in fact no vacancy or vacancies existing on the Board of Directors or(ii) the directors, or the sole remaining director, who so elected such person or persons did not in fact constitute a majority of the remaining directors. 

Section 3.9 Subject to Rights of Holders of Preferred Stock. Notwithstanding the foregoing provisions of this Article III, ifthe resolutions of the Board of Directors creating any series of Preferred Stock entitle the holders of such Preferred Stock, voting separately by series, to elect additional directors under specified circumstances, then all provisions of suchresolutions relating to the nomination, election, term of office, removal, filling of vacancies and other features of such directorships shall, as to such directorships, govern and control over any conflicting provisions of this Article III.

 

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Section 3.10 Compensation. Except as set forth in the Stockholders’Agreement (as defined in the Certificate of Incorporation), the Board of Directors shall have the authority to fix, and from time to time to change, the compensation of directors. Each director shall be entitled to reimbursement from the Corporationfor his reasonable expenses incurred in attending meetings of the Board of Directors (or any committee thereof) and meetings of the Stockholders. Nothing contained in these Bylaws shall preclude any director from serving the Corporation in any othercapacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending such meetings. 

ARTICLE IV 

Board of Directors — Meetings and Actions 

Section 4.1 Place of Meetings. The directors may hold their meetings and have one or more offices, and keep the books of theCorporation, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine. 

Section 4.2 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place, within orwithout the State of Delaware, as shall from time to time be determined by the Board of Directors. Except as otherwise provided by applicable law, any business may be transacted at any regular meeting of the Board of Directors. 

Section 4.3 Special Meetings. Special meetings of the Board of Directors shall be called by the Secretary at the request ofthe Chairman of the Board (if any) or the Chief Executive Officer on not less than two (2) business days’ notice to each director, specifying the time, place and purpose of the meeting. Special meetings shall be called by the Secretary onlike notice at the written request of any two directors, which request shall state the purpose of the meeting. 

Section 4.4 Quorum; Voting. 

(a) At all meetings of the Board of Directors, a majority of the total number of directors then in office shall be necessary andsufficient to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time (without notice other thanannouncement at the meeting) until a quorum shall be present. A meeting of the Board of Directors at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors; *provided*, *however*,that no action of the remaining directors shall constitute the act of the Board of Directors unless the action is approved by at least a majority of the required quorum for the meeting or such greater number of directors as shall be required byapplicable law, by the Certificate of Incorporation or by these Bylaws. 

(b) The act of a majority of the directors present atany meeting of the Board of Directors at which there is a quorum shall be the act of the Board of Directors unless by express provision of law, the Certificate of Incorporation or these Bylaws a different vote is required, in which case such expressprovision shall govern and control. 

 

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Section 4.5 Conduct of Meetings. At meetings of the Board of Directors, businessshall be transacted in such order as shall be determined by the chairman of the meeting unless the Board of Directors shall otherwise determine the order of business. The Board of Directors shall keep regular minutes of its proceedings which shallbe placed in the minute book of the Corporation. 

Section 4.6 Presumption of Assent. A director who is present ata meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent tosuch action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shallnot apply to any director who voted in favor of such action. 

Section 4.7 Action Without Meeting. Unless otherwiseprovided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all directors consent thereto in writing or by electronictransmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in proper form if the minutes are maintained in paper and shall be inelectronic form if the minutes are maintained in electronic form. 

Section 4.8 Telephonic Meetings. Unlessotherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of whichall persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 

ARTICLE V 

Committees of the Board of Directors 

Section 5.1 Executive Committee. 

(a) The Board of Directors may, by resolution adopted by the affirmative vote of a majority of the number of directors then in office,designate an Executive Committee which, during the intervals between meetings of the Board of Directors and subject to Section 5.11, shall have and may exercise, in such manner as it shall deem to be in the best interests of the Corporation,all of the powers of the Board of Directors in the management or direction of the business and affairs of the Corporation, except as reserved to the Board of Directors or as delegated by the Board of Directors to another committee of the Board ofDirectors or as may be prohibited by law. The Executive Committee shall consist of not less than two directors (the exact number to be determined from time to time by the affirmative vote of a majority of the Board of Directors) but in any eventmust have one member designated by holders of the class B common stock of the Corporation and one member designated by holders of the class E common stock of the Corporation. None of the members of the Executive Committee need be an officer of theCorporation. 

 

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(b) Meetings of the Executive Committee may be called at any time by the Chairman of theBoard (if any) or the Chief Executive Officer on not less than one day’s notice to each member given verbally or in writing, which notice shall specify the time, place and purpose of the meeting. 

Section 5.2 Other Committees. The Board of Directors may, by resolution adopted by a majority of the number of directors thenin office, establish additional standing or special committees of the Board of Directors, each of which shall consist of two or more directors (the exact number to be determined from time to time by the affirmative vote of a majority of the Board ofDirectors) but in any event must include one member designated by holders of the class B common stock of the Corporation and one member designated by holders of the class E common stock of the Corporation, and, subject to Section 5.11, shallhave such powers and functions as may be delegated to it by the Board of Directors. No member of any such additional committee need be an officer of the Corporation. The committees may include an audit committee, a compensation committee and anominating and corporate governance committee meeting the requirements of applicable law or the applicable listing standards of any securities exchange on which securities of the Company are then listed or included for quotation, including anytransition rules that may apply. 

Section 5.3 Subcommittees. Unless otherwise provided in the Certificate ofIncorporation or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all ofthe powers and authority of the committee. 

Section 5.4 Term. Each member of a committee of the Board of Directorsshall serve as such until the earliest of (i) his death, (ii) the expiration of his term as a director, (iii) his resignation as a member of such committee or as a director and (iv) his removal as a member of such committee or asa director. 

Section 5.5 Committee Changes; Removal. The Board of Directors shall have the power at any time tofill vacancies in, to change the membership of and to abolish any committee of the Board of Directors except those committees required under the rules of the Securities and Exchange Commission and the New York Stock Exchange, if applicable;*provided*, *however*, that no such action shall be taken in respect of the Executive Committee unless approved by a majority of the number of directors then in office; *provided*, *further* that in no event can the membership ofany committee be changed to remove a member appointed by the class B common stock and the class E common stock if, after such removal, there would be no members appointed by the class B common stock or class E common stock, as applicable, remainingon such committee. 

 

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Section 5.6 Rules and Procedures. 

(a) The Board of Directors may designate one member of each committee as chairman of such committee; *provided*, *however*,that, except as provided in the following sentence, no person shall be designated as chairman of the Executive Committee unless approved by a majority of the number of directors then in office. If a chairman is not so designated for any committee,the members thereof shall designate a chairman. 

(b) Each committee shall adopt its own rules (not inconsistent with theseBylaws or with any specific direction as to the conduct of its affairs as shall have been given by the Board of Directors) governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided bysuch rules. 

(c) If a committee is comprised of an odd number of members, a quorum shall consist of a majority of that number.If a committee is comprised of an even number of members, a quorum shall consist of one-half of that number. If a committee is comprised of two members, a quorum shall consist of both members. If a quorum is not present at a meeting of anycommittee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which aquorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Certificate of Incorporation, these Bylaws or the committee’s rules as adopted in Section 5.7(b). 

(d) Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when requested. 

(e) Unless otherwise provided by these Bylaws or by the rules adopted by any committee, notice of the time and place of each meeting ofsuch committee shall be given to each member of such committee as provided in these Bylaws with respect to notices of special meetings of the Board of Directors. 

Section 5.7 Presumption of Assent. A member of a committee of the Board of Directors who is present at a meeting of suchcommittee at which action on any corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the personacting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall notapply to any member who voted in favor of such action. 

Section 5.8 Action Without Meeting. Unless otherwiseprovided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting if all members of such committee consent thereto inwriting or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the committee. Such filing shall be in proper form if the minutes are maintained in paper andshall be in electronic form if the minutes are maintained in electronic form. 

 

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Section 5.9 Telephonic Meetings. Unless otherwise restricted by the Certificateof Incorporation or these Bylaws, members of any committee of the Board of Directors may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating inthe meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 

Section 5.10 Resignations. Any committee member may resign at any time by giving written notice to the Board of Directors orthe Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. 

Section 5.11 Limitations on Authority. Unless otherwise provided in the Certificate of Incorporation, no committee of theBoard of Directors shall have the power or authority to (i) authorize an amendment to the Certificate of Incorporation, (ii) adopt an agreement of merger or consolidation, recommend to the Stockholders the sale, lease or exchange of all orsubstantially all of the Corporation’s property and assets, (iii) recommend to the Stockholders a dissolution of the Corporation or a revocation of a dissolution, (iv) amend these Bylaws, (v) declare a dividend or otherdistribution on, or authorize the issuance, purchase or redemption of, securities of the Corporation, (vi) elect any officer of the Corporation or (vii) approve any material transaction between the Corporation and one or more of itsdirectors, officers or employees or between the Corporation and any corporation, partnership, association or other organization in which one or more of its directors, officers or employees are directors or officers or have a financial interest;*provided*, *however*, that, subject to the Certificate of Incorporation, the Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of Preferred Stock adopted by the Boardof Directors as provided in the Certificate of Incorporation, 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 of stock of the Corporation or fix the number of shares of any series of stock or authorize the decrease or increase of the shares of any such series. 

ARTICLE VI 

Officers 

Section 6.1 Number; Titles; Qualification; Term of Office. 

(a) The officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board of Directorsfrom time to time may also elect such other officers (including, without limitation, a Chairman of the Board and one or more Vice Presidents) as the Board of Directors deems appropriate or necessary. Each officer shall hold office until hissuccessor shall have been duly elected and shall have been qualified or until his earlier death, resignation or removal. Any two or more offices may be held by the same person, but no officer shall execute any instrument in more than one capacity ifsuch instrument is required by law or any act of the Corporation to be executed or countersigned by two or more officers. None of the officers need be a Stockholder or a resident of the State of Delaware. No officer (other than the Chairman of theBoard, if any) need be a director. 

 

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(b) The Board of Directors may delegate to the Chairman of the Board (if any) and/or theChief Executive Officer the power to appoint one or more employees of the Corporation as divisional or departmental vice presidents and fix their duties as such appointees. However, no such divisional or departmental vice presidents shall beconsidered an officer of the Corporation, the officers of the Corporation being limited to those officers elected by the Board of Directors. 

Section 6.2 Election. At the first meeting of the Board of Directors after each annual meeting of Stockholders at which aquorum shall be present, the Board of Directors shall elect the officers of the Corporation. 

Section 6.3 Removal.Any officer may be removed, either with or without cause, by the Board of Directors; *provided*, *however*, that (i) the Chairman of the Board (if any) and the Chief Executive Officer may be removed only by the affirmative vote of amajority of the Board of Directors or as contemplated by any applicable employment agreement, and (ii) the removal of any officer shall be without prejudice to the contract rights, if any, of such officer. Election or appointment of an officershall not of itself create contract rights. 

Section 6.4 Resignations. Any officer may resign at any time bygiving written notice to the Board of Directors, the Chairman of the Board (if any) or the Chief Executive Officer. Any such resignation shall take effect on receipt of such notice or at any later time specified therein. Unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. 

Section 6.5 Vacancies. If a vacancy shall occur in any office because of death, resignation, removal, disqualification or anyother cause, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term; provided that no officer removed for Cause may be elected or appointed as an officer of the Company. 

Section 6.6 Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or pursuant toits direction, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. 

Section 6.7 Chairman of the Board. The Chairman of the Board (if any) shall have all powers and shall perform all dutiesincident to the office of Chairman of the Board and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. The Chairman of the Board, if present, shall preside at all meetings of the Board of Directors and ofthe Stockholders. During the time of any vacancy in the office of Chief Executive Officer or in the event of the absence or disability of the Chief Executive Officer, the Chairman of the Board shall have the duties and powers of the Chief ExecutiveOfficer unless otherwise determined by the Board of Directors. In no event shall any third party having dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 6.7 for the exercise by the Chairmanof the Board of the powers of the Chief Executive Officer. 

Section 6.8 Chief Executive Officer. 

(a) The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the supervision, direction andcontrol of the Board of Directors, shall have general supervision, direction and control of the business and officers of the Corporation with all such powers as may be reasonably incident to such responsibilities. He shall have the general powersand duties of management usually vested in the chief executive officer of a corporation. 

 

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(b) During the time of any vacancy in the office of the Chairman of the Board or in theevent of the absence or disability of the Chairman of the Board, the Chief Executive Officer shall have the duties and powers of the Chairman of the Board unless otherwise determined by the Board of Directors. During the time of any vacancy in theoffice of President or in the event of the absence or disability of the President, the Chief Executive Officer shall have the duties and powers of the President unless otherwise determined by the Board of Directors. In no event shall any third partyhaving any dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 6.8 for the exercise by the Chief Executive Officer of the powers of the Chairman of the Board or the President. 

Section 6.9 President. (a) The President shall be the chief operating officer of the Corporation and, subject to thesupervision, direction and control of the Chief Executive Officer and the Board of Directors, shall manage the day-to-day operations of the Corporation. He shall have the general powers and duties of management usually vested in the chief operatingofficer of a corporation and such other powers and duties as may be assigned to him by the Board of Directors, the Chief Executive Officer or these Bylaws. 

(b) During the time of any vacancy in the offices of the Chairman of the Board and Chief Executive Officer or in the event of the absenceor disability of the Chairman of the Board and the Chief Executive Officer, the President shall have the duties and powers of the Chief Executive Officer unless otherwise determined by the Board of Directors. In no event shall any third party havingany dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 6.9 for the exercise by the President of the powers the Chief Executive Officer. 

Section 6.10 Vice Presidents. In the absence or disability of the President, the Vice Presidents, if any, in order of theirrank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the President, shall perform all the duties of the President as chief operating officer of the Corporation, and when so acting shall have all the powers of,and be subject to all the restrictions upon, the President as chief operating officer of the Corporation. In no event shall any third party having dealings with the Corporation be bound to inquire as to any facts required by the terms of thisSection 6.10 for the exercise by any Vice President of the powers of the President as chief operating officer of the Corporation. The Vice Presidents shall have such other powers and perform such other duties as from time to time may beassigned to them by the Board of Directors, the Chief Executive Officer or the President. 

Section 6.11 Treasurer.The Treasurer shall (i) have custody of the Corporation’s funds and securities, (ii) keep full and accurate account of receipts and disbursements, (iii) deposit all monies and valuable effects in the name and to the credit of theCorporation in such depository or depositories as may be designated by the Board of Directors and (iv) perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. 

 

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Section 6.12 Assistant Treasurers. Each Assistant Treasurer shall have suchpowers and duties as may be assigned to him by the Board of Directors, the Chief Executive Officer or the President. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the President (or, in the absence ofsuch designation, the Treasurer) shall perform the duties and exercise the powers of the Treasurer during the period of such absence or disability. In no event shall any third party having dealings with the Corporation be bound to inquire as to anyfacts required by the terms of this Section 6.12 for the exercise by any Assistant Treasurer of the powers of the Treasurer under these Bylaws. 

Section 6.13 Secretary. (a) The Secretary shall keep or cause to be kept, at the principal office of the Corporation orsuch other place as the Board of Directors may order, a book of minutes of all meetings and actions of the Board of Directors, committees of the Board of Directors and Stockholders, with the time and place of holding, whether regular or special,and, if special, how authorized, the notice thereof given, the names of those present at meetings of the Board of Directors and committees thereof, the number of shares of Common Stock or Preferred Stock present or represented at Stockholders’meetings and the proceedings thereof. 

(b) The Secretary shall keep, or cause to be kept, at the principal office of theCorporation or at the office of the Corporation’s transfer agent or registrar, a share register, or a duplicate share register, showing the names of all Stockholders and their addresses, the number and classes of shares held by each, the numberand date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation. 

(c) The Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and of the Board of Directors required bythese Bylaws or by law to be given, and he 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 the Board of Directors, the Chairman of theBoard (if any), the Chief Executive Officer, the President or these Bylaws. 

(d) The Secretary may affix the seal of theCorporation, if one be adopted, to contracts of the Corporation. 

Section 6.14 Assistant Secretaries. EachAssistant Secretary shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board (if any), the Chief Executive Officer or the President. In case of the absence or disability of the Secretary, theAssistant Secretary designated by the President (or, in the absence of such designation, the Secretary) shall perform the duties and exercise the powers of the Secretary during the period of such absence or disability. In no event shall any thirdparty having dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 6.14 for the exercise by any Assistant Secretary of the powers of the Secretary under these Bylaws. 

ARTICLE VII 

Stock 

Section 7.1 Certificates. Certificates for shares of Common Stock and Preferred Stock shall be in such form as shall beapproved by the Board of Directors, except that a certificate shall not be in bearer form. The certificates shall be signed (i) by the Chairman of the Board (if any), the President or a Vice President and (ii) by the Secretary, anAssistant Secretary, the Treasurer or an Assistant Treasurer. 

 

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Section 7.2 Signatures on Certificates. Any or all of the signatures on thecertificates may be a facsimile and the seal of the Corporation (or a facsimile thereof), if one has been adopted, may be affixed thereto. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placedupon, a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrarat the date of issue. 

Section 7.3 Legends. The Board of Directors shall have the power and authority to providethat certificates representing shares of stock of the Corporation bear such legends and statements (including, without limitation, statements relating to the powers, designations, preferences and relative, participating, optional or other specialrights and qualifications, limitations or restrictions of the shares represented by such certificates) as the Board of Directors deems appropriate in connection with the requirements of federal or state securities laws or other applicable laws.

Section 7.4 Lost, Stolen or Destroyed Certificates. The Board of Directors, the Secretary and the Treasurer eachmay direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, in each case upon the making of an affidavit of that fact bythe owner of such certificate, or his legal representative. When authorizing such issue of a new certificate or certificates, the Board of Directors, the Secretary or the Treasurer, as the case may be, may, in its or his discretion and as acondition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as the Board of Directors, the Secretary or theTreasurer, as the case may be, shall require and/or to furnish the Corporation a bond in such form and substance and with such surety as the Board of Directors, the Secretary or the Treasurer, as the case may be, may direct as indemnity against anyclaim, or expense resulting from any claim, that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 

Section 7.5 Transfers of Shares. Shares of stock of the Corporation shall be transferable only on the books of theCorporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied byproper evidence of succession, assignment or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon the Corporation’sbooks. 

Section 7.6 Registered Stockholders. The Corporation shall be entitled to treat the holder of record ofany share of Common Stock or Preferred Stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not the Corporation shallhave express or other notice thereof, except as expressly provided by the laws of the State of Delaware. 

 

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Section 7.7 Regulations. The Board of Directors shall have the power andauthority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of Common Stock or Preferred Stock, provided that such rules and regulationsare consistent with the Certificate of Incorporation and Stockholders’ Agreement. The Board of Directors may (i) appoint and remove transfer agents and registrars of transfers and (ii) require all stock certificates to bear thesignature of any such transfer agent and/or any such registrar of transfers. 

Section 7.8 Stock Options, Warrants,etc. Unless otherwise expressly prohibited in the resolutions of the Board of Directors creating any class or series of preferred stock of the Corporation, the Board of Directors shall have the power and authority to create and issue (whether ornot in connection with the issue and sale of any stock or other securities of the Corporation) warrants, rights or options entitling the holders thereof to purchase from the Corporation any shares of capital stock of the Corporation of any class orseries or any other securities of the Corporation for such consideration and to such persons, firms or corporations as the Board of Directors, in its sole discretion, may determine, setting aside from the authorized but unissued stock of theCorporation the requisite number of shares for issuance upon the exercise of such warrants, rights or options. Such warrants, rights and options shall be evidenced by one or more instruments approved by the Board of Directors. The Board of Directorsshall be empowered to set the exercise price, duration, time for exercise and other terms of such warrants, rights and operations; *provided*, *however*, that the consideration to be received for any shares of capital stock subject theretoshall not be less than the par value thereof. 

Section 7.9 Authority upon Liquidation or Dissolution. Subject toapplicable law and the provisions of the Certificate of Incorporation, any vote or votes authorizing liquidation of the Corporation or proceeding for its dissolution may provide, subject to (i) any agreements among and between Stockholders,(ii) the rights of creditors and (iii) rights expressly provided for particular classes or series of stock, for the distribution pro rata among the Stockholders of the Corporation of assets of the Corporation, wholly or in part in kind,whether such assets be in cash or other property, and may authorize the Board of Directors of the Corporation to determine the value of the different assets of the Corporation for the purpose of such liquidation and may divide, or authorize theBoard of Directors of the Corporation to divide, such assets or any part thereof among the Stockholders of the Corporation in such manner that every Stockholder will receive a proportionate amount in value (determined as aforesaid) of cash orproperty of the Corporation upon such liquidation or dissolution even though each Stockholder may not receive a strictly proportionate part of each such asset. 

ARTICLE VIII 

Indemnification 

Section 8.1 Third Party Actions. To the maximum extent permitted by Delaware law in effect from time to time, the Corporationshall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a presentor 

former director or officer of the Corporation and who is made a party to the proceeding by reason of his service in that capacity or(b) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any otherenterprise as a director, officer, partner or trustee of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his servicein that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them, unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to theproceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit, or (iii) in the case of any criminalproceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. The Corporation may, with the approval of the Board of Directors, provide such indemnification and advance for expenses to a person who serveda predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The Corporation shall, as a condition to advancing expenses to adirector or officer, obtain a written undertaking by or on behalf of such director or officer to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that such persons are not entitled to be indemnified by theCorporation under Delaware law or any applicable contract. 

 

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Notwithstanding any provision of these Bylaws, the Certificate of Incorporation, or otherorganizational document of the Corporation or any of its subsidiaries, or contract to which the Corporation or any of its subsidiaries is a party, to the contrary, the Corporation and each of its subsidiaries acknowledges and agrees that(i) the Corporation and its subsidiaries are, and shall at all times be, the indemnitors of first resort with respect to any and all matters for which advancement of expenses and indemnification are provided by the Corporation or itssubsidiaries to or on behalf of any persons designated by either the holders of the class D common stock or the class E common stock to serve as a director of the Corporation (each such Person, an “Indemnitee”), and (ii) theobligations of the Corporation and its subsidiaries to each Indemnitee are primary, and any obligations of any holder of class D common stock or class E common stock or any affiliate thereof to provide advancement of expenses or indemnification forany losses, claims, damages or liabilities incurred by any Indemnitee and for which the Corporation or any of its subsidiaries has agreed (or is otherwise obligated) to indemnify Indemnitee are secondary. 

The Corporation and each of its subsidiaries hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants andagrees not to exercise, and to cause each of its affiliates not to exercise), any claims or rights that it or any of its affiliates may now have or hereafter acquire against any holder of class D common stock or class E common stock or affiliatethereof that arise from or relate to the existence, payment, performance or enforcement obligation of the Corporation, such subsidiary or their respective affiliates to any Indemnitee, including any right of subrogation, reimbursement, exoneration,contribution or indemnification, whether such right to claim, take or receive from any holder of class D common stock or class E common stock or any affiliate thereof, directly or indirectly, in cash or other property or by set-off or in any othermanner, any payment or security or other credit support on account of such claim, remedy or right. 

 

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Section 8.2 Actions By or in the Right of the Corporation. The Corporation(i) shall, to the maximum extent permitted from time to time under the laws of the State of Delaware, indemnify every person who is or was a party or who is or was threatened to be made a party to any threatened, pending or completed action orsuit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation or any of its direct or indirect subsidiaries or is or was serving at the requestof the Corporation or any of its direct or indirect subsidiaries as a director, officer or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (ii) may, to the maximum extentpermitted from time to time under the laws of the State of Delaware, indemnify every person who is or was a party or who is or was threatened to be made a party to any threatened, pending or completed action or suit by or in the right of theCorporation to procure a judgment in its favor by reason of the fact that such person is or was an employee or agent of the Corporation or any of its direct or indirect subsidiaries or is or was serving at the request of the Corporation or any ofits direct or indirect subsidiaries as an employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees) actually and reasonably incurred by suchperson in connection with the defense or settlement or such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; *provided*,*however*, that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that, despite the adjudication ofliability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification. 

Section 8.3 Determination. Any indemnification under Sections 8.1 and 8.2 (unless ordered by a court) shall be made by theCorporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conductset forth in Sections 8.1 and 8.2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit orproceeding, even though less than a quorum, or (2) by a committee if such director is designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or is such directors so direct, byindependent legal counsel in a written opinion, or (4) by the stockholders. 

Section 8.4 Expenses. Expensesincurred by a director or officer of the Corporation or any of its direct or indirect subsidiaries in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suitor proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Suchexpenses incurred by other employees and agents of the Corporation and other persons eligible for indemnification under this Article VIII may be paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. 

 

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Section 8.5 Non-exclusivity. The indemnification and advancement of expensesprovided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of law, the Certificate of Incorporation,the certificate of incorporation or bylaws or other governing documents of any direct or indirect subsidiary of the Corporation, under any agreement, vote of stockholders or disinterested directors or under any policy or policies of insurancemaintained by the Corporation on behalf of any person or otherwise, both as to action in his official capacity and as to action in another capacity while holding any of the positions or having any of the relationships referred to in this ArticleVIII. 

Section 8.6 Enforceability. The provisions of this Article VIII (i) are for the benefit of, and may beenforced directly by, each director or officer of the Corporation the same as if set forth in their entirety in a written instrument executed and delivered by the Corporation and such director or officer and (ii) constitute a continuing offerto all present and future directors and officers of the Corporation. The Corporation, by its adoption of these Bylaws, (A) acknowledges and agrees that each present and future director and officer of the Corporation has relied upon and willcontinue to rely upon the provisions of this Article VIII in becoming, and serving as, a director or officer of the Corporation or, if requested by the Corporation, a director, officer or fiduciary or the like of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise, (B) waives reliance upon, and all notices of acceptance of, such provisions by such directors and officers and (C) acknowledges and agrees that no present or future directoror officer of the Corporation shall be prejudiced in his right to enforce directly the provisions of this Article VIII in accordance with their terms by any act or failure to act on the part of the Corporation. 

Section 8.7 Insurance. The Board of Directors may authorize the Corporation to purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions ofthis Article VIII. 

Section 8.8 Survival. The provisions of this Article VIII shall continue as to any person whohas ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, executors, administrators, heirs, legatees and devisees of any person entitled to indemnification under this Article VIII. 

Section 8.9 Amendment. No amendment, modification or repeal of this Article VIII or any provision hereof shall in any mannerterminate, reduce or impair the right of any past, present or future director or officer of the Corporation to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such director or officer, under and inaccordance with the provisions of this Article VIII as in effect immediately prior to such amendment, modification or repeal with respect to claims arising, in whole or in part, from a state of facts extant on the date of, or relating to mattersoccurring prior to, such amendment, modification or repeal, regardless of when such claims may arise or be asserted. 

 

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Section 8.10 Definitions. For purposes of this Article VIII, (i) referenceto any person shall include the estate, executors, personal representatives, administrators, heirs, legatees and devisees of such person, (ii) “employee benefit plan” and “fiduciary” shall be deemed to include, but not belimited to, the meaning set forth, respectively, in sections 3(3) and 21(A) of the Employee Retirement Income Security Act of 1974, as amended, (iii) references to the judgments, fines and amounts paid or owed in settlement or rendered orlevied shall be deemed to encompass and include excise taxes required to be paid pursuant to applicable law in respect of any transaction involving an employee benefit plan and (iv) references to the Corporation shall be deemed to include anypredecessor corporation or entity and any constituent corporation or entity absorbed in a merger, consolidation or other reorganization of or by the Corporation which, if its separate existence had continued, would have had power and authority toindemnify its directors, officers, employees, agents and fiduciaries so that any person who was a director, officer, employee, agent or fiduciary of such predecessor or constituent corporation or entity, or served at the request of such predecessoror constituent corporation or entity as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions ofthis Article VIII with respect to the Corporation as such person would have with respect to such predecessor or constituent corporation or entity if its separate existence had continued. 

ARTICLE IX 

Notices and Waivers 

Section 9.1 Methods of Giving Notices. Whenever, by applicable law, the Certificate of Incorporation or these Bylaws, noticeis required to be given to any Stockholder, any director or any member of a committee of the Board of Directors and no provision is made as to how such notice shall be given, personal notice shall not be required and such notice may be given(i) in writing, by mail, postage prepaid, addressed to such Stockholder, director or committee member at his address as it appears on the books or (in the case of a Stockholder) the stock transfer records of the Corporation or (ii) by anyother method permitted by law (including, but not limited to, overnight courier service or “electronic transmission” as defined under and in accordance with Section 232 of the DGCL). Any notice required or permitted to be given bymail shall be deemed to be delivered and given five (5) business days after the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be deliveredand given five (5) business days after delivery to such service with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by electronic transmission shall be deemed to be delivered and given: (1) ifby facsimile telecommunication, when directed to a number at which the Stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Stockholder has consented to receive notice;(3) if by posting on an electronic network together with separate notice to the Stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form ofelectronic transmission, when directed to the Stockholder. 

Section 9.2 Waiver of Notice. Whenever any notice isrequired to be given to any Stockholder, director or member of a committee of the Board of Directors by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to saidnotice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a Stockholder (whether in person or by proxy), director or committee member at a meeting shall constitute a waiver of notice ofsuch meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 

 

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ARTICLE X 

Miscellaneous Provisions 

Section 10.1 Dividends. Subject to applicable law and the provisions of the Certificate of Incorporation, dividends may bedeclared by the Board of Directors at any meeting and may be paid in cash, in property or in shares of the Corporation’s capital stock. Any such declaration shall be at the discretion of the Board of Directors. A director shall be fullyprotected in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officers as to the value and amount of the assets, liabilities or net profits of the Corporation or any other facts pertinent to theexistence and amount of surplus or other funds from which dividends might properly be declared. 

Section 10.2Reserves. There may be created by the Board of Directors, out of funds of the Corporation legally available therefor, such reserve or reserves as the Board of Directors from time to time, in its absolute discretion, considers proper toprovide for contingencies, to equalize dividends or to repair or maintain any property of the Corporation, or for such other purpose as the Board of Directors shall consider beneficial to the Corporation, and the Board of Directors may thereaftermodify or abolish any such reserve in its absolute discretion. 

Section 10.3 Signatory Authority on Accounts. Allchecks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation shall be signed by such officer or officers or by such employees or agents of the Corporation as maybe designated from time to time by the Board of Directors. 

Section 10.4 Corporate Contracts and Instruments.Subject always to the specific directions of the Board of Directors, the Chairman of the Board (if any), the President, any Vice President, the Secretary or the Treasurer may enter into contracts and execute instruments in the name and on behalf ofthe Corporation. The Board of Directors and, subject to the specific directions of the Board of Directors, the Chairman of the Board (if any) or the President may authorize one or more officers, employees or agents of the Corporation to enter intoany contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 

Section 10.5 Attestation. With respect to any deed, deed of trust, mortgage or other instrument executed by the Corporationthrough its duly authorized officer or officers, the attestation to such execution by the Secretary or an Assistant Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage or other instrument a valid andbinding obligation of the Corporation unless the resolutions, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary. 

Section 10.6 Securities of Other Corporations. Subject always to the specific directions of the Board of Directors, theChairman of the Board, the Chief Executive Officer, the President or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities ofanother issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities. 

 

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Section 10.7 Fiscal Year. The fiscal year of the Corporation shall beJanuary 1 through December 31, unless otherwise fixed by the Board of Directors. 

Section 10.8 Seal. Theseal of the Corporation shall be such as from time to time may be approved by the Board of Directors. 

Section 10.9Invalid Provisions. If any part of these Bylaws shall be invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative. 

Section 10.10 Headings. The headings used in these Bylaws have been inserted for administrative convenience only and shallnot limit or otherwise affect any of the provisions of these Bylaws. 

Section 10.11 References/Gender/Number.Whenever in these Bylaws the singular number is used, the same shall include the plural where appropriate. Words of any gender used in these Bylaws shall include the other gender where appropriate. In these Bylaws, unless a contrary intentionappears, all references to Articles and Sections shall be deemed to be references to the Articles and Sections of these Bylaws. 

Section 10.12 Amendments. These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the affirmativevote of a majority of the directors then in office; *provided*, *however*, that no such action shall be taken at any special meeting of the Board of Directors unless notice of such action is contained in the notice of such special meeting.These Bylaws may not be altered, amended or rescinded, nor may new bylaws be adopted, by the Stockholders except by the affirmative vote of the holders of a majority of all outstanding Voting Stock, voting together as a single class and includingthe consent of the holders of the class E common stock. Each alteration, amendment or repeal of these Bylaws shall be subject in all respects to Section 8.8. 

 

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