Exhibit 3.3




BYLAWSOFUNIFY
CORPORATION(Amended as of July 9, 2010)




ARTICLE I




CORPORATE OFFICES




1. Principal Office




The principal executive office of the corporation shall be located at
such place as the Board of Directors may from time to time
authorize.




2. Other Offices




Additional offices of the corporation
shall be located at such place or places, within or outside the State of
Delaware, as the Board of Directors may from time to time
authorize.




3. Registered Agent in State




The corporation shall have and maintain
in the State of Delaware a registered agent, which agent may be either an
individual resident in the State whose business office is identical with the
corporation's registered office, or a domestic corporation (which may be
itself), or a foreign corporation authorized to transact business in the State,
having a business office identical with such registered office.




ARTICLE
II




MEETINGS OF STOCKHOLDERS




4. Place of Meetings




Meetings of stockholders shall be held at
any place, within or outside the State of Delaware, designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the registered office of the corporation.




5. Annual Meeting




The Annual Meeting of Stockholders shall
be held each year on a date and at a time designated by the Board of Directors.
At the meeting, directors shall be elected and any other proper business may be
transacted.




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At any annual meeting of Stockholders of
the corporation, only such business shall be conducted as shall have been
brought before the meeting by or at the direction of the Board of Directors or by any stockholder of the
corporation who complies with the procedures set forth in this Section 5. For
business properly to be brought before the annual meeting by a stockholder, the
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received by the Secretary of the corporation not less
than thirty (30) days prior to the meeting; provided, however, that in the event
that less than forty (40) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. To be in properly written form, a
stockholder's notice to the Secretary shall set forth in writing as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5.




The chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 5, and if he should so determine, he shall so declare to the meeting,
and any such business not properly brought before the meeting shall not be
transacted.




6. 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 the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum is not
present or represented at any meeting of the stockholders, then the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
noticed.




The affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders. Where a
separate vote by class is required, the affirmative vote of the majority of
shares of such class present in person or represented by proxy at the meeting
shall be the act of such class.




7. Special Meetings




Special meetings of the stockholders, for
any purpose or purposes, may be called by the Board of Directors, the Chairman
of the Board, the President, or by one or more stockholders holding not less
than ten percent (10%) of the voting power of the corporation.




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8. Notice of Meetings




Except as otherwise may be required by law, written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
that meeting, by the Secretary, assistant secretary or other person charged with
that duty, not less than ten (10) nor more than sixty (60) days before such
meeting.




Notice of any meeting of stockholders
shall state the date, place and hour of the meeting; and




(a)
            
            in the case of a
      special meeting, the general nature of the business to be transacted, and
      no other business may be transacted at such meeting; and(b)
            
            in the case of an
      annual meeting, the general nature of matters which the Board of
      Directors, at the time of the mailing of the notice, intends to present
      for action by the stockholders.




At a special meeting, notice of which has
been given in accordance with this Section 8, action may not be taken with
respect to business, the general nature of which has not been stated in such
notice. At an annual meeting, action may be taken with respect to business
stated in the notice of such meeting, given in accordance with this Section 8
and with respect to any other business as may properly come before the meeting.




9. Manner of Giving Notice; Affidavit of
Notice




Written notice of any meeting of
stockholders, if mailed, is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation. An affidavit of the Secretary or an assistant
secretary or of the transfer agent of the corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.




10. 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 at the
meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business that might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.




11. Voting




The stockholders entitled to vote at any
meeting of stockholders shall be determined in accordance with the provisions of
Section 14 of these bylaws, subject to the provisions of Sections 217 and 218 of
the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and other
voting agreements).




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Except as otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder. All elections of directors shall be by written ballot,
unless otherwise provided in the certificate of incorporation.




12. Waiver of Notice




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




13. Intentionally Omitted




14. Record Date for Stockholder Notice; Voting;
Giving Consents




In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.




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
meeting of stockholders shall be at the close of business on the day 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.




(ii) The
record date for determining stockholders for any other purpose shall 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 any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.




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15. Proxies




Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the Secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.




16. List of Stockholders Entitled to
Vote




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




17. Inspectors of Election




Before any meeting of stockholders, the
Board of Directors may appoint any persons, other than nominees for office, to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any stockholder or a stockholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more stockholders or proxies, the majority of shares represented in
person or proxy shall determine whether one (1) or three (3) inspectors are to
be appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.




These inspectors shall:




(a)
            
            determine the
      number of shares outstanding and the voting power of each, the shares
      represented at the meeting, the existence of a quorum, and the
      authenticity, validity, and effect of proxies;(b)
            
            receive votes or
      ballots;(c)
            
            hear and
      determine all challenges and questions in any way arising in connection
      with the right to vote;(d)
            
            count and
      tabulate all votes;(e)
            
            determine when the polls shall close;(f)
            
            determine the result; and(g)
            
            do any other acts that may be proper to conduct the
      election or vote with fairness to all
stockholders.


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ARTICLE
III




DIRECTORS




18. Powers




Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.




19. Number of Directors




The authorized number of directors of the
corporation shall be four (4), and shall be subject to change as set from time
to time pursuant to a resolution approved by a majority of the Board of
Directors then in office.




No reduction of the authorized number of
directors shall remove any director prior to the expiration of such director's
term of office.




19.1 Notification of Nominations




Subject to the rights of holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or a proxy committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. However, any such
stockholder may nominate one or more persons for election as directors at a
meeting only if such stockholder has given timely notice in proper written form
of his intent to make such nomination or nominations. To be timely, a
stockholder's notice must be delivered to or mailed and received by the
Secretary of the corporation not later than thirty (30) days prior to such
meeting; provided, however, that in the event that less than forty (40) days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the date on which such
notice of the date of such meeting was mailed or such public disclosure was
made. To be in proper written form, a stockholder's notice to the Secretary
shall set forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the corporation if so elected. The chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.




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20. Election of Directors;
Term




Each director shall be elected by the stockholders at the annual meeting
and shall hold office until the next annual meeting and until his successor is
elected and qualified, or until his earlier death, resignation or removal.
Directors need not be stockholders of the Corporation.




21. Resignations




Any directors of the corporation may
resign effective upon giving written notice to the Chairman of the Board, the
Chief Executive Officer, the President, the Secretary or the Board of Directors
of the corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation specifies effectiveness at
a future time, a successor may be elected pursuant to Section 23 of these bylaws
to take office on the date that the resignation becomes effective.




22. Removal




Subject to the rights of the holders of
any series of preferred stock then outstanding, any director, or the entire
Board of Directors, may be removed from office at any time, with or without
cause by the affirmative vote of the holders of at least a majority of the
voting power of all of the shares of the corporation entitled to vote generally
in the election of directors, voting together as a single class.




23. Vacancies




Subject to the rights of the holders of
any series of preferred stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors then in office, although less than a quorum,
or by a sole remaining director, or by the shareholders to fill any vacancy not
filled by directors, and directors so chosen shall hold office for a term
expiring at the Annual Meeting of Stockholders at which the term of the class to
which they have been elected expires. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.




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24. Annual Meeting




The Board of Directors shall meet for the purpose of organization, the
election of officers and the transaction of other business, as soon as
practicable after each Annual Meeting of Stockholders, on the same day and at
the same place where such annual meeting shall be held. Notice of such meeting
need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place, either within or
without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 26 of
this Article III or in a waiver of notice thereof.




25. Regular Meetings




Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware at
such date and time as the Board of Directors may from time to time determine
and, if so determined by the Board of Directors, notices thereof need not be
given.




26. Special Meetings




Special meetings of the Board of
Directors for any purpose may be called by the Chairman of the Board, the Chief
Executive Officer, the President, or the Secretary of the corporation or any two
(2) directors.




27. Quorum




At all meetings of the Board of
Directors, a majority of the authorized number of directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the certificate of incorporation or by resolution unanimously
adopted by the Board of Directors. If a quorum is not present at any meeting of
the Board of Directors, then the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present. The vote of the directors present shall be
the act of the Board of Directors unless the certificate of incorporation or the
bylaws shall require a vote of a greater number.




28. Waiver of Notice




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




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29. Telephonic Meetings




Unless otherwise restricted by the certificate of incorporation, members
of the Board of Directors of the corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee, as the case may be, by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
29 shall constitute presence in person at such meeting.




30. Board Action By Written Consent Without A
Meeting




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




31. Fees




Each director may receive such fees and
other compensation, along with reimbursement of expenses incurred on behalf of
the corporation or in connection with attendance at meetings, as the Board of
Directors may from time to time determine. No such payment of fees or other
compensation shall preclude any director from serving the corporation in any
other capacity and receiving fees and compensation for such services.




32. Interested Directors




No contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the directors or officers are present at or
participate in the meeting of the Board of Directors or the committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if: (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction is
specifically approved in good faith by vote of the shareholders; or (iii) the
contract or transaction is fair as to the corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof,
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.




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33. Committees of Directors




The Board of Directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or (v) amend the bylaws of the corporation; and, unless the
board resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.




ARTICLE
IV




OFFICERS




34. Executive Officers




The executive officers of the corporation
shall be a Chief Executive Officer, President, a Chief Financial Officer and a
Secretary who shall have the duty, among other things, to record the proceedings
of the meetings of stockholders and directors in a book kept for that purpose.
The corporation may also have such other executive officers, including a
Treasurer, Controller and one or more Vice Presidents, as the Board may in its
discretion appoint. The Board of Directors, if it so determines, may appoint a
Chairman of the Board and a Vice Chairman of the Board from among its members.
Any number of offices may be held by the same person.




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35. Election, Term of Office and
Remuneration




The executive officers of the corporation shall be elected annually by
the Board of Directors at a regular meeting thereof. Each such officer shall
hold office until his successor is elected and qualified, or until his earlier
death, resignation or removal. The remuneration of all officers of the
corporation shall be fixed by the Board of Directors. Any vacancy in any office
shall be filled in such manner as the Board of Directors shall determine.




36. Subordinate Officers




In addition to the executive officers
enumerated in Section 34, the corporation may have such subordinate officers,
agents and employees as the Board of Directors may deem necessary, each of whom
shall hold office for such period as the Board of Directors may from time to
time determine. The Board of Directors may delegate to any executive officer the
power to appoint and to remove any such subordinate officers, agents or
employees.




37. Removal




Except as otherwise delegated to an
executive officer with respect to subordinate officers, any officer may be
removed, with or without cause, at any time, by resolution adopted by the Board
of Directors. Such removal shall be without prejudice to the contractual rights
of such officer, if any, with the corporation.




38. Resignations




Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.




39. Powers and Duties




The Chief Executive Officer shall,
subject to the direction and control of the Board of Directors, be the general
manager of, and supervise and direct, the business and affairs of the
corporation and the conduct of the officers of the corporation. The other
officers of the corporation shall have such powers and perform such duties
incident to each of their respective offices and such other duties as may from
time to time be conferred upon or assigned to them by the Board of Directors or
the Chief Executive Officer.




40. Approval of Loans to
Officers




The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or any other
employee of the corporation or of its subsidiary, including any officer or
employee who is a director of the corporation or its subsidiary, whenever, in
the judgment of the directors, such loan, guaranty or assistance may reasonably
be expected to benefit the corporation. The loan, guaranty or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing contained in this section shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the corporation at common law or
under any statute.




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ARTICLE V




STOCK




41. Form of Certificates




Every holder of stock in the corporation shall be entitled to have a
certificate signed, in the name of the corporation (i) by the Chief Executive
Officer, (ii) by the Chairman of the Board of Directors or the President and
(iii) by the Secretary or an assistant secretary of the corporation, certifying
the number of shares owned by him in the corporation.




42. Signatures




Any, or all, of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.




43. Lost Certificates




The corporation may issue a new
certificate to be issued in place of any certificate theretofore issued by the
corporation, alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed. The corporation may, in its discretion and as a condition
precedent to the issuance of such new certificate, require the owner of such
lost, stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond (or other security) sufficient to indemnify it against any
claim that may be made against the corporation (including any expense or
liability) on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.




44. Transfers




Stock of the corporation shall be
transferable in the manner prescribed by law and in these bylaws or in any
agreement with the stockholder making the transfer. Transfers of stock shall be
made on the books of the corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.




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45. Registered Owners




The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a 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 or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise required by law.




ARTICLE
VI




GENERAL PROVISIONS




46. Insurance




The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation or 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 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 of the General Corporation Law of
Delaware.




47. Dividends




Subject to limitations contained in the
General Corporation Law of the State of Delaware and the certificate of
incorporation, the Board of Directors may declare and pay dividends upon the
shares of capital stock of the corporation, which dividends may be paid either
in cash, securities of the corporation or other property.




48. Fiscal Year




The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.




49. Corporate Seal




The corporation may have a corporate seal
in such form as prescribed by the Board of Directors.




50. Amendments




Subject to the provisions of the
certificate of incorporation, these bylaws may be altered, amended or repealed
at any regular meeting of the stockholders (or at any special meeting thereof
duly called for that purpose) by a majority vote of the shares represented and
entitled to vote at such meeting; provided that in the notice of such special
meeting, notice of such purpose shall be given. Subject to the laws of the State
of Delaware, the certificate of incorporation and these bylaws, the Board of
Directors may by majority vote of those present at any meeting at which a quorum
is present amend the bylaws, or enact such other bylaws as in their judgment may
be advisable for the regulation of the conduct of the affairs of the
corporation.




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51. Voting of Stock Owned by the
Corporation




The Board of Directors may authorize any person, on behalf of the
corporation, to attend, vote and grant proxies to be used at any meeting of
stockholders of any corporation (except this corporation) in which the
corporation may hold stock.




52. Construction and
Definitions




Unless the context requires otherwise,
the general provisions, rules of construction and definitions in the General
Corporation Law of the State of Delaware shall govern the construction of these
bylaws.




ARTICLE
VII




INDEMNIFICATION




53. Indemnification




The corporation, to the maximum extent
permitted by the General Corporation Law of the State of Delaware, including,
without limitation, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware (as that Section may be amended
and supplemented from time to time), indemnify any director, officer or trustee
which it shall have power to indemnify under Section 145 against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any Bylaw,
agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, (ii) shall continue as to a person who has ceased to
be a director, officer or trustee and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.




Expenses incurred by a director of the
corporation in defending a civil or criminal action, suit or proceeding by
reason of the fact that he is or was a director of the corporation (or was
serving at the corporation's request as a director or officer of another
corporation) shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized by relevant sections of the General Corporation Law of the State of
Delaware.




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To assure indemnification under this
Article of all such persons who are determined by the corporation or otherwise
to be or to have been "fiduciaries" of any employee benefit plan of the
corporation which may exist from time to time, such Section 145 shall, for the
purposes of this Article, be interpreted as follows: an "other enterprise" shall
be deemed to include such an employee benefit plan, including, without
limitation, any plan of the corporation which is governed by the Act of Congress entitled
"Employee Retirement Income Security Act of 1974," as amended from time to time;
the corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.




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