BOARD OR COMMITTEE, AS THE CASE
MAY BE, TAKEN UNDER OR IN CONNECTION WITH
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THE PLAN AND ANY AGREEMENTS, INSTRUMENTS, DOCUMENTS, CERTIFICATES OR OTHER
WRITINGS ENTERED INTO, EXECUTED, GRANTED, ISSUED AND/OR DELIVERED PURSUANT TO
THE TERMS HEREOF, WILL BE SUBJECT TO AND LIMITED BY ANY AND ALL VOTES, CONSENTS,
APPROVALS, WAIVERS OR OTHER ACTIONS OF ALL OR CERTAIN STOCKHOLDERS OF THE
COMPANY OR OTHER PERSONS REQUIRED BY:
(A) THE COMPANY'S CERTIFICATE OF INCORPORATION (AS THE SAME MAY BE AMENDED
AND/OR RESTATED FROM TIME TO TIME);
(B) THE COMPANY'S BYLAWS (AS THE SAME MAY BE AMENDED AND/OR RESTATED FROM TIME
TO TIME); AND
(C) ANY OTHER AGREEMENT, INSTRUMENT, DOCUMENT OR WRITING NOW OR HEREAFTER
EXISTING, BETWEEN OR AMONG THE COMPANY AND ITS STOCKHOLDERS OR OTHER PERSONS (AS
THE SAME MAY BE AMENDED FROM TIME TO TIME).
SECTION 18.
NOTICES.
ANY NOTICE TO BE GIVEN TO THE COMPANY PURSUANT TO
THE PROVISIONS OF THIS PLAN MUST BE GIVEN IN WRITING AND ADDRESSED, IF TO THE
COMPANY, TO ITS PRINCIPAL EXECUTIVE OFFICE TO THE ATTENTION OF ITS CHIEF
FINANCIAL OFFICER (OR SUCH OTHER PERSON AS THE COMPANY MAY DESIGNATE IN WRITING
FROM TIME TO TIME), AND, IF TO A PARTICIPANT, TO THE ADDRESS CONTAINED IN THE
COMPANY'S PERSONNEL FILES, OR AT SUCH OTHER ADDRESS AS THAT PARTICIPANT MAY
HEREAFTER DESIGNATE IN WRITING TO THE COMPANY.
ANY SUCH NOTICE WILL BE DEEMED
DULY GIVEN: IF DELIVERED PERSONALLY OR VIA RECOGNIZED OVERNIGHT DELIVERY
SERVICE, ON THE DATE AND AT THE TIME SO DELIVERED; IF SENT VIA TELECOPIER OR
EMAIL, ON THE DATE AND AT THE TIME TELECOPIED OR EMAILED WITH CONFIRMATION OF
DELIVERY; OR, IF MAILED, FIVE (5) DAYS AFTER THE DATE OF MAILING BY REGISTERED
OR CERTIFIED MAIL.
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