STOCK OF THE
CORPORATION OR WITH A VALUE DERIVED IN WHOLE OR IN PART FROM THE VALUE OF ANY
CLASS OR SERIES OF CAPITAL STOCK OF THE CORPORATION, WHETHER OR NOT SUCH
INSTRUMENT OR RIGHT SHALL BE SUBJECT TO SETTLEMENT IN THE UNDERLYING CLASS OR
SERIES OF CAPITAL STOCK OF THE CORPORATION OR OTHERWISE (EACH, A "DERIVATIVE
INSTRUMENT") DIRECTLY OR INDIRECTLY OWNED BENEFICIALLY BY SUCH STOCKHOLDER AND
BY SUCH BENEFICIAL OWNER, IF ANY, AND ANY OTHER DIRECT OR INDIRECT OPPORTUNITY
HELD OR OWNED BENEFICIALLY BY SUCH STOCKHOLDER AND BY SUCH BENEFICIAL OWNER, IF
ANY, TO PROFIT OR SHARE IN ANY PROFIT DERIVED FROM ANY INCREASE OR DECREASE IN
THE VALUE OF THE CAPITAL STOCK OF THE CORPORATION, (C) ANY PROXY, CONTRACT,
ARRANGEMENT, UNDERSTANDING, OR RELATIONSHIP PURSUANT TO WHICH SUCH STOCKHOLDER
OR BENEFICIAL OWNER, IF ANY, HAS A RIGHT TO VOTE ANY SHARES OF CAPITAL STOCK OF
THE CORPORATION, (D) ANY SHORT INTEREST IN ANY SECURITY OF THE CORPORATION (FOR
PURPOSES OF THIS SECTION 2.05, A PERSON SHALL BE DEEMED TO HAVE A SHORT INTEREST
IN A SECURITY IF SUCH PERSON DIRECTLY OR INDIRECTLY, THROUGH A CONTRACT,
ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE, HAS THE OPPORTUNITY TO
PROFIT OR SHARE IN ANY
4
PROFIT DERIVED FROM ANY DECREASE IN THE VALUE OF THE SUBJECT SECURITY), AND
(E) ANY RIGHT TO DIVIDENDS ON THE SHARES OF CAPITAL STOCK OF THE CORPORATION
OWNED BENEFICIALLY BY SUCH STOCKHOLDER OR SUCH BENEFICIAL OWNER, IF ANY, WHICH
RIGHT IS SEPARATED OR SEPARABLE FROM THE UNDERLYING SHARES, (3) ANY OTHER
INFORMATION RELATING TO SUCH STOCKHOLDER AND BENEFICIAL OWNER, IF ANY, THAT
WOULD BE REQUIRED TO BE DISCLOSED IN A PROXY STATEMENT OR OTHER FILINGS REQUIRED
TO BE MADE IN CONNECTION WITH SOLICITATION OF PROXIES FOR ELECTION OF DIRECTORS
IN A CONTESTED ELECTION PURSUANT TO SECTION 14 OF THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER, (4) 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 (OR WILL DIRECT A QUALIFIED REPRESENTATIVE
OF THE STOCKHOLDER TO APPEAR) IN PERSON OR BY PROXY AT THE MEETING TO PROPOSE
SUCH BUSINESS OR DIRECTOR NOMINATION, AND (5) A REPRESENTATION WHETHER THE
STOCKHOLDER AND THE BENEFICIAL OWNER, IF ANY, INTENDS OR IS PART OF A GROUP THAT
INTENDS (A) TO DELIVER A PROXY STATEMENT AND/OR FORM OF PROXY TO HOLDERS OF AT
LEAST THE PERCENTAGE OF THE CORPORATION'S OUTSTANDING CAPITAL STOCK REQUIRED TO
APPROVE OR ADOPT THE PROPOSAL AND/OR ELECT THE NOMINEE, OR (B) OTHERWISE TO
SOLICIT PROXIES FROM STOCKHOLDERS IN SUPPORT OF SUCH PROPOSAL AND/OR DIRECTOR
NOMINATION.
With respect to the information required to be included in the stockholder
notice pursuant to this section 2.05(a)(iii)(C)(2)(a) through (e), the
stockholder notice shall also include any such interests held by members of such
stockholder's and such beneficial owner's, if any, immediate family sharing the
same household.
The information included in the stockholder notice pursuant to
this section 2.05(a)(iii)(C)(2)(a) through (e) with respect to the stockholder