**EXHIBIT 3.2****AMENDED AND RESTATED BYLAWS****OF****THIRD WAVE TECHNOLOGIES, INC.**
 

 
**TABLE OF CONTENTS**               **Page**ARTICLE I CORPORATE OFFICES  1   1.1 REGISTERED OFFICE  1   1.2 OTHER OFFICES  1 ARTICLE II MEETINGS OF STOCKHOLDERS  1   2.1 PLACE OF MEETINGS  1   2.2 ANNUAL MEETING  1   2.3 SPECIAL MEETING  2   2.4 NOTICE OF STOCKHOLDERS' MEETINGS  2   2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS  2   2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE  3   2.7 QUORUM  3   2.8 ADJOURNED MEETING; NOTICE  4   2.9 CONDUCT OF BUSINESS  4   2.10 VOTING  4   2.11 WAIVER OF NOTICE  5   2.12 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING  5   2.13 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS  5   2.14 PROXIES  6   2.15 LIST OF STOCKHOLDERS ENTITLED TO VOTE  6 ARTICLE III DIRECTORS  7   3.1 POWERS  7   3.2 NUMBER OF DIRECTORS  7   3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS  7   3.4 RESIGNATION AND VACANCIES  7   3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE  8   3.6 REGULAR MEETINGS  9   3.7 SPECIAL MEETINGS; NOTICE  9   3.8 QUORUM  9   3.9 WAIVER OF NOTICE  9   3.10 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING  10   3.11 FEES AND COMPENSATION OF DIRECTORS  10   3.12 PROHIBITION OF LOANS TO DIRECTORS OR OFFICERS  10   3.13 REMOVAL OF DIRECTORS  10 ARTICLE IV COMMITTEES  10   4.1 COMMITTEES OF DIRECTORS  10   4.2 COMMITTEE MINUTES  11   4.3 MEETINGS AND ACTION OF COMMITTEES  11 
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               **Page**ARTICLE V OFFICERS  12   5.1 OFFICERS  12   5.2 APPOINTMENT OF OFFICERS  12   5.3 SUBORDINATE OFFICERS  12   5.4 REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES  12   5.5 CHAIRMAN OF THE BOARD  13   5.6 CHIEF EXECUTIVE OFFICER  13   5.7 PRESIDENT  13   5.8 VICE PRESIDENTS  13   5.9 SECRETARY  13   5.10 CHIEF FINANCIAL OFFICER  14   5.11 ASSISTANT SECRETARY  14   5.12 ASSISTANT TREASURER  14   5.13 REPRESENTATION OF SHARES OF OTHER CORPORATIONS  15   5.14 AUTHORITY AND DUTIES OF OFFICERS  15 ARTICLE VI INDEMNITY  15   6.1 THIRD PARTY ACTIONS  15   6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION  16   6.3 SUCCESSFUL DEFENSE  16   6.4 DETERMINATION OF CONDUCT  16   6.5 PAYMENT OF EXPENSES IN ADVANCE  17   6.6 INDEMNITY NOT EXCLUSIVE  17   6.7 INSURANCE INDEMNIFICATION  17   6.8 THE CORPORATION  17   6.9 EMPLOYEE BENEFIT PLANS  17   6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES  18 ARTICLE VII RECORDS AND REPORTS  18   7.1 MAINTENANCE AND INSPECTION OF RECORDS  18   7.2 INSPECTION BY DIRECTORS  19   7.3 ANNUAL STATEMENT TO STOCKHOLDERS  19 ARTICLE VIII GENERAL MATTERS  19   8.1 CHECKS  19   8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS  19   8.3 STOCK CERTIFICATES; PARTLY PAID SHARES  19   8.4 SPECIAL DESIGNATION ON CERTIFICATES  20   8.5 LOST CERTIFICATES  20   8.6 CONSTRUCTION; DEFINITIONS  21   8.7 DIVIDENDS  21   8.8 FISCAL YEAR  21   8.9 SEAL  21   8.10 TRANSFER OF STOCK  21   8.11 STOCK TRANSFER AGREEMENTS  22   8.12 REGISTERED STOCKHOLDERS  22 ARTICLE IX AMENDMENTS  22 
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**AMENDED AND RESTATED BYLAWS****OF****THIRD WAVE TECHNOLOGIES, INC.**ARTICLE ICORPORATE OFFICES     1.1       REGISTERED OFFICE     The registered office of the corporation shall be in the City of Wilmington, County of NewCastle, State of Delaware. The name of the registered agent of the corporation at such location isThe Corporation Trust Company.     1.2       OTHER OFFICES     The board of directors may at any time establish other offices at any place or places wherethe corporation is qualified to do business.ARTICLE IIMEETINGS OF STOCKHOLDERS     2.1       PLACE OF MEETINGS     Meetings of stockholders shall be held at any place, either within or without the State ofDelaware, as may be designated by the board of directors or in the manner provided in these bylaws.In the absence of any such designation, stockholders’ meetings shall be held at the registeredoffice of the corporation in the State of Delaware.     2.2       ANNUAL MEETING     The annual meeting of stockholders shall be held each year on a date and at a time designatedby the board of directors. In the absence of such designation, the annual meeting of stockholdersshall be held on the second Tuesday of June of each year at 10:00 a.m. However, if such day fallson a legal holiday, then the meeting shall be held at the same time and place on the nextsucceeding business day. At the meeting, directors shall be elected and any other proper businessmay be transacted.
 

 
     2.3       SPECIAL MEETING     A special meeting of the stockholders may be called at any time by the board of directors, orby the chairman of the board, or by the chief executive officer, or by the president.     If a special meeting is called by any person or persons other than the board of directors, therequest shall be in writing, specifying the time of such meeting and the general nature of thebusiness proposed to be transacted, and shall be delivered personally or sent by registered mail orby telegraphic or other facsimile transmission to the chairman of the board, the president or thesecretary of the corporation. No business may be transacted at such special meeting otherwise thanspecified in such notice. The officer receiving the request shall cause notice to be promptlygiven to the stockholders entitled to vote, in accordance with the provisions of Sections 2.4 and2.5 of this Article II, that a meeting will be held at the time requested by the person or personscalling the meeting, not less than ten (10) nor more than sixty (60) days after the receipt of therequest. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting,fixing, or affecting the time when a meeting of stockholders called by action of the board ofdirectors may be held.     2.4       NOTICE OF STOCKHOLDERS’ MEETINGS     All notices of meetings with stockholders shall be in writing and shall be sent or otherwisegiven in accordance with Section 2.6 of these bylaws not less than ten (10) nor more than sixty(60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Thenotice shall specify the place, date, and hour of the meeting, and, in the case of a specialmeeting, the purpose or purposes for which the meeting is called.     2.5       ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS     Subject to the rights of holders of any class or series of stock having a preference over theCommon Stock as to dividends or upon liquidation, (i) nominations for the election of directors, and  (ii) business proposed to be brought before any stockholder meetingmay be made by the board of directors or proxy committee appointed by the board of directors or byany stockholder entitled to vote in the election of directors generally if such nomination orbusiness proposed is otherwise proper business before such meeting. However, any such stockholdermay nominate one or more persons for election as directors at a meeting or propose business to bebrought before a meeting, or both, only if such stockholder has given timely notice in properwritten form of their intent to make such nomination or nominations or to propose such business.To be timely, such stockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the corporation not less than one hundred twenty (120) calendar daysin advance of the first anniversary date of mailing of the corporation’s proxy statement releasedto stockholders in connection with the previous year’s annual meeting of stockholders; provided,however, that in the
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event that no annual meeting was held in the previous year or the date of the annual meeting hasbeen changed by more than thirty (30) days from the date contemplated at the time of the previousyear’s proxy statement, notice by the stockholder to be timely must be so received a reasonabletime before the solicitation is made. To be in proper form, a stockholder’s notice to thesecretary shall set forth:               (a)       the name and address of the stockholder who intends to make the nominations orpropose the business and, as the case may be, of the person or persons to be nominated or ofthe business to be proposed;               (b)       a representation that the stockholder is a holder of record of stock of thecorporation entitled to vote at such meeting and, if applicable, intends to appear in personor by proxy at the meeting to nominate the person or persons specified in the notice;               (c)       if applicable, a description of all arrangements or understandings between thestockholder and each nominee and any other person or persons (naming such person or persons)pursuant to which the nomination or nominations are to be made by the stockholder;               (d)       such other information regarding each nominee or each matter of business to beproposed by such stockholder as would be required to be included in a proxy statement filedpursuant to the proxy rules of the Securities and Exchange Commission had the nominee beennominated, or intended to be nominated, or the matter been proposed, or intended to beproposed by the board of directors; and               (e)       if applicable, the consent of each nominee to serve as director of the corporationif so elected.     The chairman of the meeting shall refuse to acknowledge the nomination of any person or theproposal of any business not made in compliance with the foregoing procedure.     2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE     Written notice of any meeting of stockholders, if mailed, is given when deposited in theUnited States mail, postage prepaid, directed to the stockholder at his address as it appears onthe records of the corporation. An affidavit of the secretary or an assistant secretary or of thetransfer agent of the corporation that the notice has been given shall, in the absence of fraud, beprima facie evidence of the facts stated therein.     2.7       QUORUM     The holders of a majority of the stock issued and outstanding and entitled to vote thereat,present in person or represented by proxy, shall constitute a quorum at all meetings of thestockholders for the transaction of business except as otherwise provided by statute or by thecertificate of incorporation. If, however, such quorum is not present or represented at anymeeting
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of the stockholders, then either (i) the Chairman of the meeting or (ii) the stockholdersentitled to vote thereat, present in person or represented by proxy, shall have power to adjournthe meeting from time to time, without notice other than announcement at the meeting, until aquorum is present or represented. At such adjourned meeting at which a quorum is present orrepresented, any business may be transacted that might have been transacted at the meeting asoriginally noticed.     2.8       ADJOURNED MEETING; NOTICE     When a meeting is adjourned to another time or place, unless these bylaws otherwise require,notice need not be given of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken. At the adjourned meeting the corporation maytransact any business that might have been transacted at the original meeting. If the adjournmentis for more than thirty (30) days, or if after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of recordentitled to vote at the meeting.     2.9       CONDUCT OF BUSINESS     The chairman of any meeting of stockholders shall determine the order of business and theprocedure at the meeting, including such regulation of the manner of voting and the conduct ofbusiness.     2.10       VOTING     The stockholders entitled to vote at any meeting of stockholders shall be determined inaccordance with the provisions of Section 2.13 of these bylaws, subject to the provisions ofSections 217 and 218 of the Delaware General Corporation Law (relating to voting rights offiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).     Except as may be otherwise provided in the certificate of incorporation, each stockholdershall be entitled to one vote for each share of capital stock held by such stockholder.     Notwithstanding the foregoing, if the stockholders of the corporation are entitled, pursuantto Sections 2115 and 301.5 of the California Corporations Code, to cumulate their votes in theelection of directors, each such stockholder shall be entitled to cumulate votes (i.e., cast forany candidate a number of votes greater than the number of votes that such stockholder normally isentitled to cast) only if the candidates’ names have been properly placed in nomination (inaccordance with these restated Bylaws) prior to commencement of the voting, and the stockholderrequesting cumulative voting has given notice prior to commencement of the voting of thestockholder’s intention to cumulate votes. If cumulative voting is properly requested, each holderof stock, or of any class or classes or of a series or series thereof, who elects to cumulate votesshall be entitled to as many votes as equals the number of votes that (absent this provision as tocumulative voting) he or she would be entitled to cast for the election of directors with respectto his or her shares of stock multiplied by the number of directors to be elected by him, and he orshe may cast all of such votes for single director
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or may distribute them among the number to be voted for, or for any two or more of them, as heor she may see fit.     2.11       WAIVER OF NOTICE     Whenever notice is required to be given under any provision of the Delaware GeneralCorporation Law or of the certificate of incorporation or these bylaws, a written waiver, signed bythe person entitled to notice, whether before or after the time stated therein, shall be deemedequivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice ofsuch meeting, except when the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purpose of, any regular orspecial meeting of the stockholders, directors, or members of a committee of directors need bespecified in any written waiver of notice unless so required by the certificate of incorporation orthese bylaws.     2.12       STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING     Unless otherwise provided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders of a corporation, or any action that may be takenat any annual or special meeting of such stockholders, may be taken without a meeting, withoutprior notice and without a vote, if a consent or consents in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less than the minimum numberof votes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.     Prompt notice of the taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented in writing. If theaction which is consented to is such as would have required the filing of a certificate under anysection of the Delaware General Corporation Law if such action had been voted on by stockholders ata meeting thereof, then the certificate filed under such section shall state, in lieu of anystatement required by such section concerning any vote of stockholders, that written notice andwritten consent have been given as provided in Section 228 of the Delaware General Corporation Law.     2.13       RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS     In order that the corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, or entitled to express consent tocorporate action in writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rights in respect of anychange, conversion or exchange of stock or for the purpose of any other lawful action, the board ofdirectors may fix, in advance, a record date, which shall not be more than sixty (60) nor less thanten (10) days before the date of such meeting, nor more than sixty (60) days prior to any otheraction.
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     If the board of directors does not so fix a record date:               (i)       The record date for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day next preceding the day on which noticeis given, or, if notice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.               (ii)       The record date for determining stockholders entitled to express consent to corporateaction in writing without a meeting, when no prior action by the board of directors is necessary,shall be the first date on which a signed written consent is delivered to the corporation.               (iii)       The record date for determining stockholders for any other purpose shall be at the closeof 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 ofstockholders shall apply to any adjournment of the meeting; provided, however, that the board ofdirectors may fix a new record date for the adjourned meeting.     2.14       PROXIES     Each stockholder entitled to vote at a meeting of stockholders or to express consent ordissent to corporate action in writing without a meeting may authorize another person or persons toact for such stockholder by a written proxy, signed by such stockholder and filed with thesecretary of the corporation, but no such proxy shall be voted or acted upon after three (3) yearsfrom its date, unless the proxy provides for a longer period. A proxy shall be deemed signed ifsuch stockholder’s name is placed on the proxy by any reasonable means including, but not limitedto, by facsimile signature, manual signature, typewriting, telegraphic transmission or otherwise,by such stockholder or such stockholder’s attorney-in-fact. The revocability of a proxy thatstates on its face that it is irrevocable shall be governed by the provisions of Section 212(e) ofthe Delaware General Corporation Law.     2.15       LIST OF STOCKHOLDERS ENTITLED TO VOTE     The officer who has charge of the stock ledger of a corporation shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of each stockholder. Such list shallbe open to the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten (10) days prior to the meeting, either at aplace within the city where the meeting is to be held, which place shall be specified in the noticeof the meeting, or, if not so specified, at the place where the meeting is to be held. The listshall also be produced and kept at the time and place of the meeting during the whole time thereof,and may be inspected by any stockholder who is present. Such list shall presumptively determine theidentity of the stockholders entitled to vote at the meeting and the number of shares held by eachof them.
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ARTICLE IIIDIRECTORS     3.1       POWERS     Subject to the provisions of the Delaware General Corporation Law and any limitations in thecertificate of incorporation or these bylaws relating to action required to be approved by thestockholders or by the outstanding shares, the business and affairs of the corporation shall bemanaged and all corporate powers shall be exercised by or under the direction of the board ofdirectors.     3.2       NUMBER OF DIRECTORS     The board of directors shall consist of nine (9) members. The number of directors may bechanged by an amendment to this bylaw, duly adopted by the board of directors or by thestockholders, or by a duly adopted amendment to the certificate of incorporation. Upon the closingof the first sale of the corporation’s common stock pursuant to a firmly underwritten registeredpublic offering (the “IPO”), the directors shall be divided into three classes, with the term ofoffice of the first class, which class shall initially consist of three directors, to expire at thefirst annual meeting of stockholders held after the IPO; the term of office of the second class,which shall initially consist of three directors, to expire at the second annual meeting ofstockholders held after the IPO; the term of office of the third class, which class shall initiallyconsist of four directors, to expire at the third annual meeting of stockholders held after theIPO; and thereafter for each such term to expire at each third succeeding annual meeting ofstockholders held after such election.     No reduction of the authorized number of directors shall have the effect of removing anydirector before that director’s term of office expires.     3.3       ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS     Except as provided in Section 3.4 of these bylaws, directors shall be elected at each annualmeeting of stockholders to hold office until the next annual meeting. Directors need not bestockholders unless so required by the certificate of incorporation or these bylaws, wherein otherqualifications for directors may be prescribed. Each director, including a director elected tofill a vacancy, shall hold office until his successor is elected and qualified or until his earlierresignation or removal.     Elections of directors need not be by written ballot.     3.4       RESIGNATION AND VACANCIES     Any director may resign at any time upon written notice to the attention of the Secretary ofthe corporation. When one or more directors shall resign from the board of directors, effective ata future date, a majority of the directors then in office, including those who have so resigned,shall
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have power to fill such vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each director so chosen shall hold officeas provided in this section in the filling of other vacancies.     Unless otherwise provided in the certificate of incorporation or these bylaws:               (i)       Vacancies and newly created directorships resulting from any increase in the authorizednumber of directors elected by all of the stockholders having the right to vote as a single classmay be filled by a majority of the directors then in office, although less than a quorum, or by asole remaining director.               (ii)       Whenever the holders of any class or classes of stock or series thereof are entitled toelect one or more directors by the certificate of incorporation, vacancies and newly createddirectorships of such class or classes or series may be filled by a majority of the directorselected by such class or classes or series thereof then in office, or by a sole remaining directorso elected.     If at any time, by reason of death or resignation or other cause, the corporation should haveno directors in office, then any officer or any stockholder or an executor, administrator, trusteeor guardian of a stockholder, or other fiduciary entrusted with like responsibility for the personor estate of a stockholder, may call a special meeting of stockholders in accordance with theprovisions of the certificate of incorporation or these bylaws, or may apply to the Court ofChancery for a decree summarily ordering an election as provided in Section 211 of the DelawareGeneral Corporation Law.     If, at the time of filling any vacancy or any newly created directorship, the directors thenin office constitute less than a majority of the whole board (as constituted immediately prior toany such increase), then the Court of Chancery may, upon application of any stockholder orstockholders holding at least ten (10) percent of the total number of the shares at the timeoutstanding having the right to vote for such directors, summarily order an election to be held tofill any such vacancies or newly created directorships, or to replace the directors chosen by thedirectors then in office as aforesaid, which election shall be governed by the provisions ofSection 211 of the Delaware General Corporation Law as far as applicable.     3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE     The board of directors of the corporation may hold meetings, both regular and special, eitherwithin or outside the State of Delaware.     Unless otherwise restricted by the certificate of incorporation or these bylaws, members ofthe board of directors, or any committee designated by the board of directors, may participate in ameeting of such board of directors, or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in the meeting can hear eachother, and such participation in a meeting pursuant to this section shall constitute presence inperson at the meeting.
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     3.6       REGULAR MEETINGS     Regular meetings of the board of directors may be held without notice at such time and at suchplace as shall from time to time be determined by the board.     3.7       SPECIAL MEETINGS; NOTICE     Special meetings of the board of directors for any purpose or purposes may be called at anytime by the chairman of the board, the president, any vice president, the secretary or any two (2)directors.     Notice of the time and place of special meetings shall be delivered personally or by telephoneto each director or sent by first-class mail or telegram, charges prepaid, addressed to eachdirector at that director’s address as it is shown on the records of the corporation. If thenotice is mailed, it shall be deposited in the United States mail at least four (4) days before thetime of the holding of the meeting. If the notice is delivered personally or by telephone or bytelegram, it shall be delivered personally or by telephone or to the telegraph company at leastforty-eight (48) hours before the time of the holding of the meeting. Any oral notice givenpersonally or by telephone may be communicated either to the director or to a person at the officeof the director who the person giving the notice has reason to believe will promptly communicate itto the director. The notice need not specify the purpose or the place of the meeting, if themeeting is to be held at the principal executive office of the corporation.     3.8       QUORUM     At all meetings of the board of directors, a majority of the authorized number of directorsshall constitute a quorum for the transaction of business and the act of a majority of thedirectors present at any meeting at which there is a quorum shall be the act of the board ofdirectors, except as may be otherwise specifically provided by statute, the certificate ofincorporation, or these bylaws. If a quorum is not present at any meeting of the board ofdirectors, then the directors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum is present.     A meeting at which a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, if any action taken is approved by at least a majorityof the required quorum for that meeting.     3.9       WAIVER OF NOTICE     Whenever notice is required to be given under any provision of the Delaware GeneralCorporation Law, the certificate of incorporation, or these bylaws, a written waiver thereof,signed by the person entitled to notice, whether before or after the time stated therein, shall bedeemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver ofnotice of such meeting, except when such person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingis not lawfully
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called or convened. Neither the business to be transacted at, nor the purpose of, any regularor special meeting of the directors, or members of a committee of directors, need be specified inany written waiver of notice unless so required by the certificate of incorporation or thesebylaws.     3.10       BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING     Unless otherwise restricted by the certificate of incorporation or these bylaws, any actionrequired or permitted to be taken at any meeting of the board of directors, or of any committeethereof may be taken without a meeting if all members of the board or committee, as the case maybe, consent thereto in writing and the writing or writings are filed with the minutes ofproceedings of the board or committee.     3.11       FEES AND COMPENSATION OF DIRECTORS     Unless otherwise restricted by the certificate of incorporation or these bylaws, the board ofdirectors shall have the authority to fix the compensation of directors.     3.12       PROHIBITION OF LOANS TO DIRECTORS OR OFFICERS     The corporation shall not, directly or indirectly, including through any subsidiary, extend ormaintain credit, arrange for the extension of credit, or renew an extension of credit, in the formof a personal loan to or for any director or executive officer (or equivalent thereof) of thecorporation.     3.13       REMOVAL OF DIRECTORS     Unless otherwise restricted by statute, by the certificate of incorporation or by thesebylaws, any director or the entire board of directors may be removed, with or without cause, by theholders of a majority of the shares then entitled to vote at an election of directors; provided,however, that, so long as stockholders of the corporation are entitled to cumulative voting, ifless than the entire board is to be removed, no director may be removed without cause if the votescast against his removal would be sufficient to elect such director if then cumulatively voted atan election of the entire board of directors or, if there be classes of directors, at an electionof the class of directors of which such director is a part.     No reduction of the authorized number of directors shall have the effect of removing anydirector prior to the expiration of such director’s term of office.ARTICLE IVCOMMITTEES     4.1       COMMITTEES OF DIRECTORS     The board of directors may, by resolution passed by a majority of the whole board, designateone or more committees, with each committee to consist of one or more of the directors of the
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corporation. The board may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting of the committee. Inthe absence or disqualification of a member of a committee, the member or members thereof presentat any meeting and not disqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the board of directors to act at the meeting inthe place of any such absent or disqualified member. Any such committee, to the extent provided inthe resolution of the board of directors, or in the bylaws of the corporation, shall have and mayexercise all the powers and authority of the board of directors in the management of the businessand affairs of the corporation, and may authorize the seal of the corporation to be affixed to allpapers that may require it; but no such committee shall have the power or authority (i) approvingor adopting or recommending to the stockholders, any action or matter expressly required by theDelaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting,amending, or repealing any bylaws of the corporation; and, unless the board resolution establishingthe committee, the bylaws or the certificate of incorporation expressly so provide, no suchcommittee shall have the power or authority to declare a dividend, to authorize the issuance ofstock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the DelawareGeneral Corporation Law.     4.2       COMMITTEE MINUTES     Each committee shall keep regular minutes of its meetings and report the same to the board ofdirectors when required.     4.3       MEETINGS AND ACTION OF COMMITTEES     Meetings and actions of committees shall be governed by, and held and taken in accordancewith, the provisions of Article III of these bylaws, Section 3.5 (place of meetings and meetings bytelephone), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8(quorum), Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting), with suchchanges in the context of those bylaws as are necessary to substitute the committee and its membersfor the board of directors and its members; provided, however, that the time of regular meetings ofcommittees may be determined either by resolution of the board of directors or by resolution of thecommittee, that special meetings of committees may also be called by resolution of the board ofdirectors and that notice of special meetings of committees shall also be given to all alternatemembers, who shall have the right to attend all meetings of the committee. The board of directorsmay adopt rules for the government of any committee not inconsistent with the provisions of thesebylaws.
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ARTICLE VOFFICERS     5.1       OFFICERS     The officers of the corporation shall be a president, a secretary, and a chief financialofficer. The corporation may also have, at the discretion of the board of directors, a chairman ofthe board, one or more vice presidents, one or more assistant vice presidents, one or moreassistant secretaries, one or more assistant treasurers, and any such other officers as may beappointed in accordance with the provisions of Section 5.3 of these bylaws. Any number of officesmay be held by the same person.     5.2       APPOINTMENT OF OFFICERS     The officers of the corporation, except such officers as may be appointed in accordance withthe provisions of Sections 5.3 or 5.5 of these bylaws, shall be appointed by the board ofdirectors, subject to the rights, if any, of an officer under any contract of employment.     5.3       SUBORDINATE OFFICERS     The board of directors may appoint, or empower the president to appoint, such other officersand agents as the business of the corporation may require, each of whom shall hold office for suchperiod, have such authority, and perform such duties as are provided in these bylaws or as theboard of directors may from time to time determine.     5.4       REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES     Subject to the rights, if any, of an officer under any contract of employment, any officer maybe removed, either with or without cause, by an affirmative vote of the majority of the board ofdirectors at any regular or special meeting of the board or, except in the case of an officerchosen by the board of directors, by any officer upon whom such power of removal may be conferredby the board of directors.     Any officer may resign at any time by giving written notice to the corporation. Anyresignation shall take effect at the date of the receipt of that notice or at any later timespecified in that notice; and, unless otherwise specified in that notice, the acceptance of theresignation shall not be necessary to make it effective. Any resignation is without prejudice tothe rights, if any, of the corporation under any contract to which the officer is a party.     Any vacancy occurring in any office of the corporation shall be filled by the board ofdirectors.
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     5.5       CHAIRMAN OF THE BOARD     The chairman of the board, if such an officer be elected, shall, if present, preside atmeetings of the board of directors and exercise and perform such other powers and duties as mayfrom time to time be assigned to the chairman of the board by the board of directors or as may beprescribed by these bylaws. If there is no president and no one has been appointed chief executiveofficer, then the chairman of the board shall also be the chief executive officer of thecorporation and shall have the powers and duties prescribed in Section 5.6 of these bylaws.     5.6       CHIEF EXECUTIVE OFFICER     The board of directors shall select a chief executive officer of the corporation who shall besubject to the control of the board of directors and have general supervision, direction andcontrol of the business and the officers of the corporation. The chief executive officer shallpreside at all meetings of the stockholders and, in the absence or nonexistence of a chairman ofthe board, at all meetings of the board of directors.     5.7       PRESIDENT     The president shall have the general powers and duties of management usually vested in theoffice of president of a corporation and shall have such other powers and duties as may beprescribed by the board of directors or these bylaws. In addition and subject to such supervisorypowers, if any, as may be given by the board of directors to the chairman of the board, if no onehas been appointed chief executive officer, the president shall be the chief executive officer ofthe corporation and shall, subject to the control of the board of directors, have the powers andduties described in Section 5.6.     5.8       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, a vice president designated by the boardof directors, shall perform all the duties of the president and when so acting shall have all thepowers of, and be subject to all the restrictions upon, the president. The vice presidents shallhave such other powers and perform such other duties as from time to time may be prescribed forthem respectively by the board of directors, these bylaws, the president or the chairman of theboard.     5.9       SECRETARY     The secretary shall keep or cause to be kept, at the principal executive office of thecorporation or such other place as the board of directors may direct, a book of minutes of allmeetings and actions of directors, committees of directors, and stockholders. The minutes shallshow the time and place of each meeting, whether regular or special (and, if special, howauthorized and the notice given), the names of those present at directors’ meetings or committeemeetings, the number of shares present or represented at stockholders’ meetings, and theproceedings thereof.
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     The secretary shall keep, or cause to be kept, at the principal executive office of thecorporation or at the office of the corporation’s transfer agent or registrar, as determined byresolution of the board of directors, a share register, or a duplicate share register, showing thenames of all stockholders and their addresses, the number and classes of shares held by each, thenumber and date of certificates evidencing such shares, and the number and date of cancellation ofevery certificate surrendered for cancellation.     The secretary shall give, or cause to be given, notice of all meetings of the stockholders andof the board of directors required to be given by law or by these bylaws. The secretary shall keepthe seal of the corporation, if one be adopted, in safe custody and shall have such other powersand perform such other duties as may be prescribed by the board of directors or by these bylaws.     5.10       CHIEF FINANCIAL OFFICER     The chief financial officer shall keep and maintain, or cause to be kept and maintained,adequate and correct books and records of accounts of the properties and business transactions ofthe corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital retained earnings, and shares. The books of account shall at all reasonable timesbe open to inspection by any director.     The chief financial officer shall deposit all moneys and other valuables in the name and tothe credit of the corporation with such depositories as may be designated by the board ofdirectors. The chief financial officer shall disburse the funds of the corporation as may beordered by the board of directors, shall render to the president and directors, whenever theyrequest it, an account of all his transactions as chief financial officer and of the financialcondition of the corporation, and shall have other powers and perform such other duties as may beprescribed by the board of directors or these bylaws.     The chief financial officer shall be the treasurer of the corporation.     5.11       ASSISTANT SECRETARY     The assistant secretary, or, if there is more than one, the assistant secretaries in the orderdetermined by the stockholders or board of directors (or if there be no such determination, then inthe order of their election) shall, in the absence of the secretary or in the event of his or herinability or refusal to act, perform the duties and exercise the powers of the secretary and shallperform such other duties and have such other powers as may be prescribed by the board of directorsor these bylaws.     5.12       ASSISTANT TREASURER     The assistant treasurer, or, if there is more than one, the assistant treasurers, in the orderdetermined by the stockholders or board of directors (or if there be no such determination, then inthe order of their election), shall, in the absence of the chief financial officer or in the eventof his or her inability or refusal to act, perform the duties and exercise the powers of the chieffinancial officer
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and shall perform such other duties and have such other powers as may be prescribed by theboard of directors or these bylaws.     5.13       REPRESENTATION OF SHARES OF OTHER CORPORATIONS     The chairman of the board, the president, any vice president, the chief financial officer, thesecretary or assistant secretary of this corporation, or any other person authorized by the boardof directors or the president or a vice president, is authorized to vote, represent, and exerciseon behalf of this corporation all rights incident to any and all shares of any other corporation orcorporations standing in the name of this corporation. The authority granted herein may beexercised either by such person directly or by any other person authorized to do so by proxy orpower of attorney duly executed by such person having the authority.     5.14       AUTHORITY AND DUTIES OF OFFICERS     In addition to the foregoing authority and duties, all officers of the corporation shallrespectively have such authority and perform such duties in the management of the business of thecorporation as may be designated from time to time by the board of directors or the stockholders.ARTICLE VIINDEMNITY     6.1       THIRD PARTY ACTIONS     The corporation shall indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of the corporation) byreason of the fact that such person is or was a director, officer, employee or agent of thecorporation, 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 other enterprise,against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (ifsuch settlement is approved in advance by the corporation, which approval shall not be unreasonablywithheld) actually and reasonably incurred by such person in connection with such action, suit orproceeding if such person acted in good faith and in a manner such person reasonably believed to bein or not opposed to the best interests of the corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon aplea of nolocontendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner which the person reasonablybelieved to be in or not opposed to the best interest of the corporation, and, with respect to anycriminal action or proceeding, had reasonable cause to believe that the person’s conduct wasunlawful.
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     6.2       ACTIONS BY OR IN THE RIGHT OF THE CORPORATION     The corporation shall indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action or suit by or in the right of the corporationto procure a judgment in its favor by reason of the fact that such person is or was a director,officer, employee or agent of corporation, or is or was serving at the request of the corporationas a director, officer, employee or agent of another corporation, partnership, joint venture, trustor other enterprise against expenses (including attorneys’ fees) and amounts paid in settlement (ifsuch settlement is approved in advance by the corporation, which approval shall not be unreasonablywithheld) actually and reasonably incurred by such person in connection with the defense orsettlement of such action or suit if such person acted in good faith and in manner such personreasonably believed to be in or not opposed to the best interests of the corporation, except thatno indemnification shall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable to the corporation unless and only to the extent that theDelaware Court of Chancery or the court in which such action or suit was brought shall determineupon application that, despite the adjudication of liability but in view of all the circumstancesof the case, such person is fairly and reasonably entitled to indemnity for such expenses which theDelaware Court of Chancery or such other court shall deem proper. Notwithstanding any otherprovision of this Article VI, no person shall be indemnified hereunder for any expenses or amountspaid in settlement with respect to any action to recover short-swing profits under Section 16(b) ofthe Securities Exchange Act of 1934, as amended.     6.3       SUCCESSFUL DEFENSE     To the extent that a director, officer, employee or agent of the corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to inSections 6.1 and 6.2, or in defense of any claim, issue or matter therein, such person shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred by suchperson in connection therewith.     6.4       DETERMINATION OF CONDUCT     Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made bythe corporation only as authorized in the specific case upon a determination that theindemnification of the director, officer, employee or agent is proper in the circumstances becausesuch person has met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Suchdetermination shall be made (1) by the Board of Directors or the Executive Committee by a majorityvote of a quorum consisting of directors who were not parties to such action, suit or proceeding or(2) or if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directorsso directs, by independent legal counsel in a written opinion, or (3) by the stockholders.Notwithstanding the foregoing, a director, officer, employee or agent of the Corporation shall beentitled to contest any determination that the director, officer, employee or agent has not met theapplicable standard of conduct set forth in Sections 6.1 and 6.2 by petitioning a court ofcompetent jurisdiction.
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     6.5       PAYMENT OF EXPENSES IN ADVANCE     Expenses incurred in defending a civil or criminal action, suit or proceeding, by anindividual who may be entitled to indemnification pursuant to Section 6.1 or 6.2, shall be paid bythe corporation in advance of the final disposition of such action, suit or proceeding upon receiptof an undertaking by or on behalf of the director, officer, employee or agent to repay such amountif it shall ultimately be determined that such person is not entitled to be indemnified by thecorporation as authorized in this Article VI.     6.6       INDEMNITY NOT EXCLUSIVE     The indemnification and advancement of expenses provided by or granted pursuant to the othersections of this Article VI shall not be deemed exclusive of any other rights to which thoseseeking indemnification or advancement of expenses may be entitled under any by-law, agreement,vote of stockholders or disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding such office.     6.7       INSURANCE INDEMNIFICATION     The corporation shall have the power to purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the corporation, or is or wasserving at the request of the corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, against any liability assertedagainst such person and incurred by such person in any such capacity or arising out of suchperson’s status as such, whether or not the corporation would have the power to indemnify suchperson against such liability under the provisions of this Article VI.     6.8       THE CORPORATION     For purposes of this Article VI, references to “the corporation” shall include, in addition tothe resulting corporation, any constituent corporation (including any constituent of a constituent)absorbed in a consolidation or merger which, if its separate existence had continued, would havehad power and authority to indemnify its directors, officers, and employees or agents, so that anyperson who is or was a director, officer, employee or agent of such constituent corporation, or isor was serving at the request of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise, shall stand inthe same position under and subject to the provisions of this Article VI (including, withoutlimitation the provisions of Section 6.4) with respect to the resulting or surviving corporation assuch person would have with respect to such constituent corporation if its separate existence hadcontinued.     6.9       EMPLOYEE BENEFIT PLANS     For purposes of this Article VI, references to “other enterprises” shall include employeebenefit plans; references to “fines” shall include any excise taxes assessed on a person withrespect to an employee benefit plan; and references to “serving at the request of the corporation”shall
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include any service as a director, officer, employee or agent of the corporation which imposesduties on, or involves services by, such director, officer, employee, or agent with respect to anemployee benefit plan, its participants, or beneficiaries; and a person who acted in good faith andin a manner such person reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed tothe best interests of the corporation” as referred to in this Article VI.     6.10       CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES     The indemnification and advancement of expenses provided by, or granted pursuant to, thisArticle VI shall, unless otherwise provided when authorized or ratified, continue as to a personwho has ceased to be a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.ARTICLE VIIRECORDS AND REPORTS     7.1       MAINTENANCE AND INSPECTION OF RECORDS     The corporation shall, either at its principal executive officer or at such place or places asdesignated by the board of directors, keep a record of its stockholders listing their names andaddresses and the number and class of shares held by each stockholder, a copy of these bylaws asamended to date, accounting books, and other records.     Any stockholder of record, in person or by attorney or other agent, shall, upon written demandunder oath stating the purpose thereof, have the right during the usual hours for business toinspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and itsother books and records and to make copies or extracts therefrom. A proper purpose shall mean apurpose reasonably related to such person’s interest as a stockholder. In every instance where anattorney or other agent is the person who seeks the right to inspection, the demand under oathshall be accompanied by a power of attorney or such other writing that authorizes the attorney orother agent so to act on behalf of the stockholder. The demand under oath shall be directed to thecorporation at its registered office in Delaware or at its principal place of business.     The officer who has charge of the stock ledger of the corporation shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, showing the address of eachstockholder and the number of shares registered in the name of each stockholder. Such list shallbe open to the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten (10) days prior to the meeting, either at aplace within the city where the meeting is to be held, which place shall be specified in the noticeof the meeting, or, if not so specified, at the place where the meeting is to be held. The listshall also be produced and kept at
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the time and place of the meeting during the whole time thereof, and may be inspected by anystockholder who is present.     7.2       INSPECTION BY DIRECTORS     Any director shall have the right to examine the corporation’s stock ledger, a list of itsstockholders, and its other books and records for a purpose reasonably related to his position as adirector. The Court of Chancery is hereby vested with the exclusive jurisdiction to determinewhether a director is entitled to the inspection sought. The Court may summarily order thecorporation to permit the director to inspect any and all books and records, the stock ledger, andthe stock list and to make copies or extracts therefrom. The Court may, in its discretion,prescribe any limitations or conditions with reference to the inspection, or award such other andfurther relief as the Court may deem just and proper.     7.3       ANNUAL STATEMENT TO STOCKHOLDERS     The board of directors shall present at each annual meeting, and at any special meeting of thestockholders when called for by vote of the stockholders, a full and clear statement of thebusiness and condition of the corporation.ARTICLE VIIIGENERAL MATTERS     8.1       CHECKS     From time to time, the board of directors shall determine by resolution which person orpersons may sign or endorse all checks, drafts, other orders for payment of money, notes or otherevidences of indebtedness that are issued in the name of or payable to the corporation, and onlythe persons so authorized shall sign or endorse those instruments.     8.2       EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS     The board of directors, except as otherwise provided in these bylaws, may authorize anyofficer or officers, or agent or agents, to enter into any contract or execute any instrument inthe name of and on behalf of the corporation; such authority may be general or confined to specificinstances. Unless so authorized or ratified by the board of directors or within the agency powerof an officer, no officer, agent or employee shall have any power or authority to bind thecorporation by any contract or engagement or to pledge its credit or to render it liable for anypurpose or for any amount.     8.3       STOCK CERTIFICATES; PARTLY PAID SHARES     The shares of the corporation shall be represented by certificates, provided that the board ofdirectors of the corporation may provide by resolution or resolutions that some or all of any orall
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classes or series of its stock shall be uncertificated shares. Any such resolution shall notapply to shares represented by a certificate until such certificate is surrendered to thecorporation. Notwithstanding the adoption of such a resolution by the board of directors, everyholder of stock represented by certificates and upon request every holder of uncertificated sharesshall be entitled to have a certificate signed by, or in the name of the corporation by thechairman or vice-chairman of the board of directors, or the president or vice-president, and by thechief financial officer or an assistant treasurer, or the secretary or an assistant secretary ofsuch corporation representing the number of shares registered in certificate form. Any or all ofthe signatures on the certificate may be a facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon a certificate has ceasedto be such officer, transfer agent or registrar before such certificate is issued, it may be issuedby the corporation with the same effect as if such person were such officer, transfer agent orregistrar at the date of issue.     The corporation may issue the whole or any part of its shares as partly paid and subject tocall for the remainder of the consideration to be paid therefor. Upon the face or back of eachstock certificate issued to represent any such partly paid shares, upon the books and records ofthe corporation in the case of uncertificated partly paid shares, the total amount of theconsideration to be paid therefor and the amount paid thereon shall be stated. Upon thedeclaration of any dividend on fully paid shares, the corporation shall declare a dividend uponpartly paid shares of the same class, but only upon the basis of the percentage of theconsideration actually paid thereon.     8.4       SPECIAL DESIGNATION ON CERTIFICATES     If the corporation is authorized to issue more than one class of stock or more than one seriesof any class, then the powers, the designations, the preferences, and the relative, participating,optional or other special rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights shall be set forth in full orsummarized on the face or back of the certificate that the corporation shall issue to representsuch class or series of stock; provided, however, that, except as otherwise provided in Section 202of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be setforth on the face or back of the certificate that the corporation shall issue to represent suchclass or series of stock a statement that the corporation will furnish without charge to eachstockholder who so requests the powers, the designations, the preferences, and the relative,participating, optional or other special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/or rights.     8.5       LOST CERTIFICATES     Except as provided in this Section 8.5, no new certificates for shares shall be issued toreplace a previously issued certificate unless the latter is surrendered to the corporation andcanceled at the same time. The corporation may issue a new certificate of stock or uncertificatedshares in the place of any certificate theretofore issued by it, alleged to have been lost, stolenor destroyed, and the corporation may require the owner of the lost, stolen or destroyedcertificate, or his legal representative, to give the corporation a bond sufficient to indemnify itagainst any claim that may
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be made against it on account of the alleged loss, theft or destruction of any suchcertificate or the issuance of such new certificate or uncertificated shares.     8.6       CONSTRUCTION; DEFINITIONS     Unless the context requires otherwise, the general provisions, rules of construction, anddefinitions in the Delaware General Corporation Law shall govern the construction of these bylaws.Without limiting the generality of this provision, the singular number includes the plural, theplural number includes the singular, and the term “person” includes both a corporation and anatural person.     8.7       DIVIDENDS     The directors of the corporation, subject to any restrictions contained in (i) the DelawareGeneral Corporation Law or (ii) the certificate of incorporation, may declare and pay dividendsupon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares ofthe corporation’s capital stock.     The directors of the corporation may set apart out of any of the funds of the corporationavailable for dividends a reserve or reserves for any proper purpose and may abolish any suchreserve. Such purposes shall include but not be limited to equalizing dividends, repairing ormaintaining any property of the corporation, and meeting contingencies.     8.8       FISCAL YEAR     The fiscal year of the corporation shall be fixed by resolution of the board of directors andmay be changed by the board of directors.     8.9       SEAL     The corporation may adopt a corporate seal, which shall be adopted and which may be altered bythe board of directors, and may use the same by causing it or a facsimile thereof to be impressedor affixed or in any other manner reproduced.     8.10       TRANSFER OF STOCK     Upon surrender to the corporation or the transfer agent of the corporation of a certificatefor shares duly endorsed or accompanied by proper evidence of succession, assignation or authorityto transfer, it shall be the duty of the corporation to issue a new certificate to the personentitled thereto, cancel the old certificate, and record the transaction in its books.
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     8.11       STOCK TRANSFER AGREEMENTS     The corporation shall have power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the corporation to restrict the transfer ofshares of stock of the corporation of any one or more classes owned by such stockholders in anymanner not prohibited by the Delaware General Corporation Law.     8.12       REGISTERED STOCKHOLDERS     The corporation shall be entitled to recognize the exclusive right of a person registered onits books as the owner of shares to receive dividends and to vote as such owner, shall be entitledto hold liable for calls and assessments the person registered on its books as the owner of shares,and shall not be bound to recognize any equitable or other claim to or interest in such share orshares on the part of another person, whether or not it shall have express or other notice thereof,except as otherwise provided by the laws of Delaware.ARTICLE IXAMENDMENTS     The bylaws of the corporation may be adopted, amended or repealed by the stockholders entitledto vote; provided, however, that the corporation may, in its certificate of incorporation, conferthe power to adopt, amend or repeal bylaws upon the directors. The fact that such power has beenso conferred upon the directors shall not divest the stockholders of the power, nor limit theirpower to adopt, amend or repeal bylaws.
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CERTIFICATE OF ADOPTION OFAMENDED AND RESTATED BYLAWSOFTHIRD WAVE TECHNOLOGIES, INC.Certificate by Secretary     The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretaryof Third Wave Technologies, Inc. and that the foregoing Amended and Restated Bylaws, comprisingtwenty-two (22) pages, were adopted as the Amended and Restated Bylaws of the corporation on July25, 2005 by the board of directors of the corporation.     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and affixed the corporate sealthis 25th day of July, 2005.              /s/ Kevin Conroy   Kevin Conroy, Secretary