**EXHIBIT 3.4**

 

 

**BYLAWS**

**OF**

**SYMMETRY SURGICAL INC.**

** **

**As Amended Through December 17, 2014**

 

**ARTICLE I**

**OFFICES**

 

SECTION 1. Registered Office. Theregistered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington,County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address shall be The CorporationTrust Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of theBoard of Directors.

 

SECTION 2. Other Offices. The Corporationmay have an office or offices other than said registered office at such place or places, either within or without the State ofDelaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

 

**ARTICLE II**

**MEETINGS OF STOCKHOLDERS**

 

SECTION 1. Place of Meetings. Allmeetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either withinor without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice ofmeeting or in a duly executed waiver thereof.

 

SECTION 2. Annual Meeting. Beginningin 2015, an annual meeting of stockholders shall be held each year and stated in a notice of meeting or in a duly executed waiverthereof. The date, time and place of such meeting shall be determined by the Chief Executive Officer of the Corporation; *providedthat* if the Chief Executive Officer does not act, the Board of Directors shall determine the date, time, and place of suchmeeting. At such annual meeting, the stockholders shall elect directors to replace those directors whose terms expire at such annualmeeting and transact such other business as may properly be brought before the meeting.

 

SECTION 3. Special Meetings. Specialmeetings of stockholders may be called for any purpose in the manner provided in the Amended and Restated Certificate of Incorporationof the Corporation (the “Certificate of Incorporation”) and may be held at such time and place, within or without theState of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings maybe called only by the Chairman of the Board or pursuant to a resolution adopted by the affirmative vote of the majority of thetotal number of directors then in office or by the Chief Executive Officer. Except as otherwise required by law, the business conductedat a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’snotice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business includedin such notice.

 

SECTION 4. Notice of Meetings. Exceptas otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date,place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called,shall be given to each stockholder of record entitled to vote thereat not less than ten (10) nor more than sixty (60) days beforethe date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated inthe notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressedto the stockholder at his address as it appears on the records of the Corporation. Notice by mail shall be deemed given at thetime when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required tobe given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the expresspurpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully calledor convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy.Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified inany written waiver of notice.

 

 

SECTION 5. List of Stockholders.The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meetingof stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing theaddress of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of anystockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days priorto the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to suchlist is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business ofthe Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solelyby means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of themeeting on a reasonably accessible electronic network, and the information required to access such list shall be provided withthe notice of the meeting.

 

SECTION 6. Quorum; Adjournments.The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat,present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders,except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present orrepresented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or representedby proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or representedby proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournmentis for more than thirty (30) days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall begiven to each stockholder of record entitled to vote at the meeting.  

 

SECTION 7. Organization. At eachmeeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not havebeen elected, the Chief Executive Officer shall act as chairman of the meeting. The Secretary or, in his absence or inability toact, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting andkeep the minutes thereof.

 

SECTION 8. Order of Business. Theorder of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

 

SECTION 9. Voting. Except as otherwiseprovided by the Certificate of Incorporation (including pursuant to any duly authorized certificate of designation) or the GeneralCorporation Law of the State of Delaware, each stockholder of the Corporation shall be entitled at each meeting of stockholdersto one (1) vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

   

(a) on the date fixed pursuant to the provisionsof Section 14 of Article III of these Amended and Restated Bylaws (the “Bylaws”) as the record date for the determinationof the stockholders who shall be entitled to notice of and to vote at such meeting; or

 

(b) if no such record date shall have been so fixed,then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived,at the close of business on the date next preceding the day on which the meeting is held.

 

Each stockholder entitled to vote at any meeting of stockholdersmay authorize another person or persons to act for him by a proxy which is in writing or transmitted as permitted by law, including,without limitation, electronically, via telegram, internet, interactive voice response system, or other means of electronic transmissionexecuted or authorized by such stockholder or his attorney-in-fact, but no proxy shall be voted after (3) three years from itsdate, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or priorto the time designated in the order of business for so delivering such proxies. Any proxy transmitted electronically shall setforth information from which it can be determined by the secretary of the meeting that such electronic transmission was authorizedby the stockholder. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issuedand outstanding stock of the Corporation entitled to vote thereon, present and voting, in person or represented by proxy, shalldecide any question brought before such meeting, unless the question is one upon which by express provision of statute or of theCertificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall governand control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable,the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, orby his proxy, if there be such proxy, and shall state the number of shares voted and the number of votes to which each share isentitled.

 

 

SECTION 10. Inspectors; Proxies.

 

(a)	The Board of Directorsmay, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof.If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall nothave been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon thedischarge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strictimpartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock ofthe Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum,the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questionsarising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and dosuch acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting,the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificateof any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors.Inspectors need not be stockholders.

 

(b)	Atany meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrumentin writing or by a transmission permitted by applicable law.

 

SECTION 11. Advance Notice Provisionsfor Election of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible forelection as directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at any annualmeeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as provided underSection 3 of this Article II, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or(b) by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the notice provided forin this Section 11 and on the record date for the determination of stockholders entitled to vote at such meeting, (ii) is entitledto vote at such meeting and (iii) complies with the notice procedures set forth in this Section 11.

 

In addition to any other applicable requirements,for a nomination to be made by a stockholder such stockholder must have given timely notice thereof in proper written form to theSecretary of the Corporation.

 

To be timely, a stockholder’s noticeto the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the caseof an annual meeting, not less than ninety (90) days prior to the date of the anniversary of the previous year’s annual meeting;*provided, however*, that (i) in the event the annual meeting is scheduled to be held on a date more than thirty (30) daysprior to or delayed by more than sixty (60) days after such anniversary date, and (ii) in the case of the annual meeting to beheld in 2015 or in any other year where an annual meeting was not held in the immediately preceding year, notice by the stockholderin order to be timely must be so received not later than the later of the close of business ninety (90) days prior to such annualmeeting or the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such publicdisclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purposeof electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the dateof the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

 

To be in proper written form, a stockholder’snotice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director(i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person,(iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record bythe person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgatedthereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the classor series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder,(iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other personor persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representationthat such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v)any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the ExchangeAct and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposednominee to being named as a nominee and to serve as a director if elected.

 

 

No person shall be eligible for electionas a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 11. If the chairmanof the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declareto the meeting that the nomination was defective and such defective nomination shall be disregarded.

 

SECTION 12. Advance Notice Provisionsfor Business to be Transacted at Annual Meeting. No business may be transacted at an annual meeting of stockholders, otherthan business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting byor at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought beforethe annual meeting by any stockholder of the Corporation who (i) is a stockholder of record on the date of the giving of the noticeprovided for in this Section 12 and on the record date for the determination of stockholders entitled to vote at such meeting,(ii) is entitled to vote at such meeting and (iii) complies with the notice procedures set forth in this Section 12.

 

In addition to any other applicable requirements,for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereofin proper written form to the Secretary of the Corporation.

 

To be timely, a stockholder’s noticeto the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less thanninety (90) days prior to the date of the anniversary of the previous year’s annual meeting; *provided, however*, that(i) in the event the annual meeting is scheduled to be held on a date more than thirty (30) days prior to or delayed by more thansixty (60) days after such anniversary date, and (ii) in the case of the annual meeting to be held in 2015 or in any other yearwhere an annual meeting was not held in the immediately preceding year, notice by the stockholder in order to be timely must beso received not later than the later of the close of business ninety (90) days prior to such annual meeting or the tenth (10th)day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date ofthe annual meeting was made.

 

To be in proper written form, a stockholder’snotice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a briefdescription of the business desired to be brought before the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capitalstock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangementsor understandings between such stockholder and any other person or persons (including their names) in connection with the proposalof such business by such stockholder and any material interest of such stockholder in such business and (v) a representation thatsuch stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

 

No business shall be conducted at the annualmeeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section12; *provided, however*, that, once business has been properly brought before the annual meeting in accordance with such procedures,nothing in this Section 12 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of anannual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures,the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shallnot be transacted.

 

SECTION 13. Action by Written Consent.For so long as the Corporation’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), the stockholders of the Corporation may not take any action by written consent in lieu of a meeting,and must take any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent inwriting without a meeting is specifically denied.

 

At any time that the Corporation’sCommon Stock is not registered under Section 12, whenever the vote of stockholders at a meeting thereof is required or permittedto be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporationor of these Bylaws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote,if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having notless than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all sharesof stock of the Corporation entitled to vote thereon were present and voted. The consent shall be delivered to the Corporationby delivery to its registered office in the State of Delaware, or the Corporation’s principal place of business, or an officeror agent of the Corporation having custody of the book or books in which the proceedings of meetings of the stockholders are recorded.Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receiptrequested; *provided, however*, that no consent delivered by certified or registered mail shall be deemed delivered untilsuch consent is actually received at the Corporation’s registered office. All consents properly delivered in accordance withthis Section 13 shall be deemed to be recorded when so delivered.

 

 

No written consent shall be effective totake the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporationas required by this Section 13, written consents signed by the holders of a sufficient number of shares to take such corporateaction are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consentshall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent of thestockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

 

SECTION 14. Fixing the Record Date.In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitledto 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) daysbefore the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Boardof Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shallbe 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 businesson the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of the meeting; *provided, however*, that the Boardof Directors may fix a new record date for the adjourned meeting.

 

In order that the Corporation may determinethe stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a recorddate, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record dateis adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate actionby written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. Such noticeshall specify the action proposed to be consented to by stockholders. The Board of Directors shall promptly, but in all eventswithin ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no recorddate has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, the recorddate for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action bythe Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth theaction taken or proposed to be taken is delivered to the Corporation. Such delivery to the Corporation shall be made to its registeredoffice in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody ofthe book or books in which proceedings of meetings of stockholders are recorded, to the attention of the Secretary of the Corporation.Such delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed bythe Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the date onwhich the Board of Directors adopts the resolution taking such prior action.

 

In the event of delivery to the Corporationof a written consent or written consents purporting to authorize or take corporate action, and/or related revocation or revocations,(each such written consent and related revocation, individually and collectively, a “Consent”), the Secretary of theCorporation shall provide for the safekeeping of such Consent and shall as soon as practicable thereafter conduct such reasonableinvestigation as the Secretary deems necessary or appropriate for the purpose of ascertaining the validity of such Consent andall matters incident thereto, including, without limitation, whether holders of shares having the requisite voting power to authorizeor take the action specified in the Consent have given consent. If after such investigation the Secretary shall determine thatthe Consent is sufficient and valid, that fact shall be certified on the records of the Corporation kept for the purpose of recordingthe proceedings of meetings of the stockholders, and the Consent shall be filed in such records, at which time the Consent shallbecome effective as stockholder action.

 

**ARTICLE III**

**BOARD OF DIRECTORS**

 

SECTION 1. General Powers. The businessand affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powersand authorities these Bylaws expressly confer upon them, the Board of Directors may exercise all such authority and powers of theCorporation and do all such lawful acts and things as are not by the DGCL or by the Certificate of Incorporation or by these Bylawsrequired to be exercised or done by the stockholders.

 

SECTION 2. Number, Election and Term.Subject to any rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances,the number of directors which shall constitute the Board of Directors shall be fixed from time to time by resolution adopted bythe affirmative vote of two thirds of the total number of directors then in office. The directors shall be elected by a pluralityof the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors;provided, however, that whenever the holders of any class or series of Preferred Stock of the Corporation are entitled to electone or more directors pursuant to the provisions of the Certificate of Incorporation (including pursuant to any duly authorizedcertificate of designation), such directors shall be elected by a plurality of the votes of such class or series of Preferred Stockpresent in person or represented by proxy at the meeting and entitled to vote in the election of such directors. The directorsshall be elected and shall hold office in the manner provided in the Certificate of Incorporation. Directors need not be stockholdersof the Corporation to be qualified for election or service as a director of the Corporation.

 

 

SECTION 3. Place of Meetings. Meetingsof the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directorsmay from time to time determine or as shall be specified in the notice of any such meeting.  

 

SECTION 4. Annual Meetings. TheBoard 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 meetingshall be held. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at suchother time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter providedin Section 7 of this Article III.

 

SECTION 5. Regular Meetings. Regularmeetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed fora regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwisebe held on that day shall be held at the same hour on the next succeeding business day.

 

SECTION 6. Special Meetings. Specialmeetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or moredirectors of the Corporation or by the Chief Executive Officer.

 

SECTION 7. Notice of Meetings. Noticeof regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice ofeach special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which noticeshall be required, shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated thetime and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the purposes of such meeting.Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each directorat least (a) twenty-four (24) hours before the meeting if by telephone or by being personally delivered or sent by facsimile telecommunication,electronic mail, posting on an electronic network or by any other form of electronic transmission within the meaning of Section232(c) of the DGCL, in each case, to which the director has previously consented or requested to receive notices or (b) five (5)days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall bedeemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sentby facsimile telecommunication, electronic mail, posting on an electronic network or by any other form of electronic transmissionwithin the meaning of Section 232(c) of the DGCL, in each case, to which the director has previously consented or requested toreceive notices. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors needbe specified in the notice or waiver of notice of such meeting. Any director may waive notice of any meeting by a writing signedby the director entitled to the notice and filed with the minutes or corporate records.

 

SECTION 8. Waiver of Notice and Presumptionof Assent. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusivelypresumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginningof the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall beconclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meetingor unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting beforethe adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournmentof the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

 

SECTION 9. Quorum and Manner of Acting.A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Boardof Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these Bylaws, the actof a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn suchmeeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directorsunless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall onlybe given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business maybe transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board andthe individual directors shall have no power as such.

 

 

SECTION 10. Organization. At eachmeeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairmanof the Board or if one shall not have been elected, the Chief Executive Officer (or, in his absence, another director chosen bya majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence,any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof.

 

SECTION 11. Resignations; Newly CreatedDirectorships; Vacancies; and Removals. Any director of the Corporation may resign at any time by giving notice in writingor by electronic transmission of his resignation to the Corporation. Any such resignation shall take effect at the time specifiedtherein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwisespecified therein, the acceptance of such resignation shall not be necessary to make it effective. Newly created directorshipsresulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation,retirement, disqualification, removal or any other cause shall be filled in the manner provided in the Certificate of Incorporation.Any director may be removed in the manner provided in the Certificate of Incorporation.

 

SECTION 12. Compensation. The Boardof Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for servicesto the Corporation in any capacity.

 

SECTION 13. Committees. The Boardof Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committeeto consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extentrestricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creatingit, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporationto be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and havesuch name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regularminutes of its meetings and report the same to the Board of Directors when required.

 

SECTION 14. Committee Rules. Eachcommittee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, exceptas may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided insuch a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as providedin Section 13 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present atany meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

   

SECTION 15. Action by Written Consent.Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors orany committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case maybe, consent thereto in writing or by electronic transmission, and the writing or writings are filed with the minutes of the proceedingsof the Board of Directors or such committee, as the case may be. Such filing shall be in paper form if the minutes are maintainedin paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

SECTION 16. Telephonic and Other Meetings.Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereofmay participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communicationsequipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitutepresence in person at a meeting.

 

**ARTICLE IV** 

**OFFICERS**

 

SECTION 1. Number and Qualifications.The officers of the Corporation shall be elected by the Board of Directors and shall include the Chief Executive Officer, the President,the Chief Financial Officer, and the Secretary. The Corporation may also have, at the discretion of the Board of Directors, suchother officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Treasurers,one or more Assistant Secretaries, and such other officers as may be necessary or desirable for the business of the Corporation.In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior VicePresident, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determinethe order of their rank. Any number of offices may be held by the same person, and no officer except the Chairman of the Board,if any, need be a director. In its discretion, the Board of Directors may choose not to fill any office for any period as it maydeem advisable, except that the offices of Chief Executive Officer and Secretary shall be filled as expeditiously as possible.The Board of Directors may elect a non-executive Chairman of the Board, in which case such Chairman of the Board shall not be deemedan officer or employee of the Corporation.

 

 

SECTION 2. Election and Term of Office.The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annualmeeting of stockholders or as soon thereafter as conveniently may be. The Chairman of the Board, if any, shall be elected annuallyby the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders or as soonthereafter as is convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, oruntil he shall have resigned or have been removed, as hereinafter provided in these Bylaws.

 

SECTION 3. Resignations. Any officerof the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignationshall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein,immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary tomake it effective.

 

SECTION 4. Removal. Any officerof the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.

 

SECTION 5. Vacancies. Any vacancyoccurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directorsfor the unexpired portion of the term by the Board of Directors then in office.

 

SECTION 6. Compensation. The compensationof the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors.An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a directorof the Corporation.

 

SECTION 7. Chairman of the Board.The Chairman of the Board, if such an officer or non-executive director be elected, shall, if present, preside at all meetingsof the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him bythe Board of Directors or prescribed by these Bylaws. If there is no Chief Executive Officer, the Chairman of the Board, if anofficer, shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed inSection 8 of this Article IV.

 

SECTION 8. Chief Executive Officer.The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have the powers and perform the dutiesincident to that position. He shall, in the absence of the Chairman of the Board, or if a Chairman of the Board shall not havebeen elected, preside at each meeting of the Board of Directors or the stockholders. Subject to the powers of the Board of Directors,he shall be in the general and active charge of the entire business and affairs of the Corporation, including authority over itsofficers, agents and employees, and shall have such other duties as may from time to time be assigned to him by the Board of Directors.The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect, and executebonds, mortgages and other contracts requiring a seal under the seal of the Corporation, except where required or permitted bylaw to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by theBoard of Directors to some other officer or agent of the Corporation.

 

SECTION 9. President. The Presidentshall be the chief operating officer of the Corporation. He shall perform all duties incident to the office of President, and beresponsible for the general direction of the operations of the business, reporting to the Chief Executive Officer, and shall havesuch other duties as may from time to time be assigned to him by the Board of Directors or as may be provided in these Bylaws.At the written request of the Chief Executive Officer, or in his absence or in the event of his inability to act, the Presidentshall perform the duties of the Chief Executive Officer, and, when so acting, shall have the powers of and be subject to the restrictionsplaced upon the Chief Executive Officer in respect of the performance of such duties.

 

SECTION 10. Vice President. EachVice President shall perform all such duties as from time to time may be assigned to him by the Board of Directors. At the writtenrequest of the President, or in the absence or disability of the President, the Vice Presidents, in order of their rank as fixedby the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform the dutiesof the President, and when so acting shall have all the powers of and be subject to all the restrictions placed upon the Presidentin respect of the performance of such duties.

 

SECTION 11. Chief Financial Officer.The Chief Financial Officer shall:

 

(a) have charge and custody of, and be responsiblefor, all the funds and securities of the Corporation;

 

 

(b) keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation;

 

(c) deposit all moneys and other valuables to thecredit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to its direction;

 

(d) receive, and give receipts for, moneys due andpayable to the Corporation from any source whatsoever;

 

(e) disburse the funds of the Corporation and supervisethe investments of its funds, taking proper vouchers therefore;

 

(f) render to the Board of Directors, whenever theBoard of Directors may require, an account of the financial condition of the Corporation; and

 

(g) in general, perform all duties incident to theoffice of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors.

 

The Chief Financial Officer may also be the Treasurer if sodetermined by the Board of Directors.

 

SECTION 12. Secretary. The Secretaryshall:

 

(a) keep or cause to be kept in one or more booksprovided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and thestockholders;

 

(b) see that all notices are duly given in accordancewith the provisions of these Bylaws and as required by law;

 

(c) be custodian of the records and the seal ofthe Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporationon such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to beexecuted on behalf of the Corporation under its seal;

 

(d) see that the books, reports, statements, certificatesand other documents and records required by law to be kept and filed are properly kept and filed; and

 

(e) in general, perform all duties incident to theoffice of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

 

SECTION 13. The Assistant Treasurer.The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors(or, if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in theevent of his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by theBoard of Directors), perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from timeto time may be assigned by the Board of Directors.

 

SECTION 14. The Assistant Secretary.The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors(or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the eventof his inability to act or his failure to act (in violation of a duty to act or in contravention of direction to act by the Boardof Directors), perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time totime may be assigned by the Board of Directors.

 

SECTION 15. Other Officers, AssistantOfficers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in theseBylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board ofDirectors.

 

SECTION 16. Officers’ Bonds orOther Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security forthe faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

 

SECTION 17. Absence or Disability ofOfficers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized toact in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegatethe powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

 

 

**ARTICLE V** 

**STOCK CERTIFICATES AND THEIR TRANSFER**

 

SECTION 1. Stock Certificates. TheBoard of Directors may issue stock certificates, or may provide by resolution or resolutions that some or all of any or all classesor series of stock of the Corporation shall be uncertificated shares of stock. Notwithstanding the adoption of such a resolutionby the Board of Directors, every holder of stock represented by a certificate and, upon request, every holder of uncertificatedshares shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or,the Chief Executive Officer, the President or a Vice-President and by the Chief Financial Officer or an Assistant Treasurer orthe Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation.A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue more than one classor series of stock, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to anystockholder upon request and without charge, a full statement of the designations, preferences and relative, participating, optionalor other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferencesand/or rights. The Corporation shall furnish to any holder of uncertificated shares, upon request and without charge, a full statementof the designations, preferences and relative, participating, optional or other special rights of each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any request by a holder for a certificateshall be in writing and directed to the Secretary of the Corporation.

 

SECTION 2. Facsimile Signatures.Any or all of the signatures on a certificate may be a facsimile, engraved or printed. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agentor registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were suchofficer, transfer agent or registrar at the date of issue.

 

SECTION 3. Lost Certificates. TheBoard of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretoforeissued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate orcertificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the ownerof such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond insuch sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of thealleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

 

SECTION 4. Transfers of Stock. Uponsurrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompaniedby proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificateto the person entitled thereto, cancel the old certificate and record the transaction upon its records; *provided, however*,that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stockshall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificatesare presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

 

SECTION 5. Transfer Agents and Registrars.The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or moreregistrars.

 

SECTION 6. Regulations. The Boardof Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerningthe issue, transfer and registration of certificates for shares of stock of the Corporation.

 

SECTION 7. Registered Stockholders.The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of sharesof stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registeredon its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interestin such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof,except as otherwise provided by the laws of Delaware.

 

 

**ARTICLE VI** 

**GENERAL PROVISIONS**

 

SECTION 1. Dividends. Subject tothe provisions of statutes and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporationmay be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in sharesof stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

 

SECTION 2. Reserves. Before paymentof any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Boardof Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, orfor equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Boardof Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reservesin the manner in which it was created.

 

SECTION 3. Seal. The seal of theCorporation shall be in such form as shall be approved by the Board of Directors, which form may be changed by resolution of theBoard of Directors.

 

SECTION 4. Fiscal Year. The Corporation’sfiscal year is the 52 or 53 week period ending on the Saturday closest to December 31.

 

SECTION 5. Checks, Notes, Drafts, Etc.All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted inthe name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board ofDirectors or by an officer or officers authorized by the Board of Directors to make such designation.

   

SECTION 6. Execution of Contracts, Deeds,Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporationto enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and suchauthority may be general or confined to specific instances.

 

SECTION 7. Loans. The Corporationmay lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of itssubsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgmentof the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty orother assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of Directors shallapprove, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section contained shallbe deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

 

SECTION 8. Voting of Stock in OtherCorporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board, or the Chief ExecutiveOfficer, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may beentitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation,at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agentsare appointed, the Chairman of the Board, or the Chief Executive Officer may instruct the person or persons so appointed as tothe manner of casting such votes or giving such consent. The Chairman of the Board, or the Chief Executive Officer may, or mayinstruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation andunder its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in thecircumstances.

 

SECTION 9. Inspection of Books and Records.Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof,have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a listof its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean anypurpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agentshall be the person who seeks the right of inspection, the demand under oath shall be accompanied by a power of attorney or suchother writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shallbe directed to the Corporation at its registered office in the State of Delaware or at its principal place of business.

 

SECTION 10. Reliance on Books and Records.Each director and each member of any committee designated by the Board of Directors of the Corporation shall, in the performanceof his or her duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information,opinions, reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of theBoard of Directors so designated, or by any other person or entity as to matters which such director or committee member reasonablybelieves are within such other person’s or entity’s professional or expert competence and that has been selected withreasonable care by or on behalf of the Corporation.

 

 

SECTION 11. Section Headings. Sectionheadings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwiseconstruing any provision herein.

 

SECTION 12. Inconsistent Provisions.In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation,the General Corporation Law of the State of Delaware or any other applicable law, the provision of these Bylaws shall not be givenany effect to the extent of such inconsistency but shall otherwise be given full force and effect.

 

**ARTICLE VII** 

**NOTICES TO STOCKHOLDERS**

 

SECTION 1. Notices.Except as otherwise provided herein or permitted by applicable law, notices to stockholders shall be in writing and delivered personallyor mailed to the stockholders at their addresses appearing on the records of the Corporation. If mailed, notice to a stockholderof the Corporation shall be deemed given when deposited in the mail, postage prepaid, directed to a stockholder at such stockholder’saddress as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectivelyto stockholders, any notice to stockholders of the Corporation may be given by electronic transmission in the manner provided inSection 232 of the DGCL.

 

SECTION 2. Waivers.A written waiver of any notice, signed by a stockholder, or a waiver by electronic transmission by such person or entity, whethergiven before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice requiredto be given to such person or entity. Neither the business nor the purpose of any meeting need be specified in the waiver. Attendanceat any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting, at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully called or convened.

 

**ARTICLE VIII** 

**AMENDMENTS**

 

These Bylaws may be amended, altered, changedor repealed or new Bylaws adopted only in accordance with Article X of the Certificate of Incorporation.