HE OR SHE MAY DEEM NECESSARY OR PROPER.
SECTION 7.04.
CORPORATE SEAL.
THE CORPORATION SHALL
HAVE A CORPORATE SEAL, WHICH SHALL HAVE INSCRIBED THEREON THE NAME OF THE
CORPORATION, THE YEAR OF ITS ORGANIZATION AND THE WORDS "CORPORATE SEAL,
DELAWARE."
THE SEAL MAY BE USED BY CAUSING IT OR A FACSIMILE THEREOF TO BE
IMPRESSED OR AFFIXED OR IN ANY OTHER MANNER REPRODUCED.
SECTION 7.05.
FACSIMILE SIGNATURES.
IN ADDITION TO
THE PROVISIONS FOR USE OF FACSIMILE SIGNATURES ELSEWHERE SPECIFICALLY AUTHORIZED
IN THESE BY-LAWS, FACSIMILE SIGNATURES OF ANY DIRECTOR OR OFFICER OF THE
CORPORATION MAY BE USED WHENEVER AND AS AUTHORIZED BY THE BOARD OF DIRECTORS OR
A COMMITTEE THEREOF.
SECTION 7.06.
CHECKS, NOTES, ETC.
ALL CHECKS, NOTES
AND EVIDENCES OF INDEBTEDNESS OF THE CORPORATION SHALL BE SIGNED BY SUCH PERSON
OR PERSONS AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DESIGNATE.
SECTION 7.07.
RELIANCE UPON BOOKS, REPORTS AND
RECORDS.
EACH DIRECTOR, BOARD COMMITTEE MEMBER AND OFFICER OF THE CORPORATION
SHALL, IN THE PERFORMANCE OF HIS OR HER DUTIES, BE FULLY PROTECTED IN RELYING IN
GOOD FAITH UPON THE BOOKS OF ACCOUNT OR OTHER RECORDS OF THE CORPORATION AND
UPON SUCH INFORMATION, OPINIONS, REPORTS OR DOCUMENTS PRESENTED TO THE
CORPORATION BY ANY OF ITS OTHER OFFICERS,
20
EMPLOYEES, BOARD COMMITTEES, OR BY ANY OTHER PERSON AS TO MATTERS THAT SUCH
DIRECTOR, BOARD COMMITTEE MEMBER OR OFFICER REASONABLY BELIEVES ARE WITHIN SUCH
OTHER PERSON'S PROFESSIONAL OR EXPERT COMPETENCE AND WHO HAS BEEN SELECTED WITH
REASONABLE CARE BY OR ON BEHALF OF THE CORPORATION.
SECTION 7.08.
WAIVER OF NOTICE.
WHENEVER ANY NOTICE
IS REQUIRED TO BE GIVEN TO ANY STOCKHOLDER OR DIRECTOR OF THE CORPORATION UNDER
THE PROVISIONS OF THE DGCL OR THESE BY-LAWS, A WAIVER THEREOF IN WRITING, SIGNED
BY THE PERSON OR PERSONS ENTITLED TO SUCH NOTICE, WHETHER BEFORE OR AFTER THE
TIME STATED THEREIN, SHALL BE DEEMED EQUIVALENT TO THE GIVING OF SUCH 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 NOR THE PURPOSE OF ANY REGULAR OR SPECIAL MEETING OF THE
STOCKHOLDERS, DIRECTORS, OR MEMBERS OF A COMMITTEE OF DIRECTORS NEED BE
SPECIFIED IN A WAIVER OF NOTICE.
SECTION 7.09.
CORPORATE RECORDS.
(A)
EXAMINATION BY STOCKHOLDERS.
EVERY
STOCKHOLDER SHALL, UPON WRITTEN DEMAND UNDER OATH STATING THE PURPOSE THEREOF,
HAVE A RIGHT TO EXAMINE, IN PERSON OR BY AGENT OR ATTORNEY, DURING THE NORMAL
HOURS FOR BUSINESS, FOR ANY PROPER PURPOSE, THE STOCK LEDGER, LIST OF
STOCKHOLDERS, BOOKS OR RECORDS OF ACCOUNT, AND RECORDS OF THE PROCEEDINGS OF THE
STOCKHOLDERS, DIRECTORS OR BOARD COMMITTEES, AND TO MAKE COPIES OR EXTRACTS
THEREFROM.
A "PROPER PURPOSE" SHALL MEAN A PURPOSE REASONABLY RELATED TO SUCH
PERSON'S INTEREST AS A STOCKHOLDER.
IN EVERY INSTANCE WHERE AN ATTORNEY OR
OTHER AGENT SHALL BE