Common use of Emergency Bylaws Clause in Contracts

Emergency Bylaws. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described in Section 110(a) of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in the DGCL, the Certificate or these Bylaws, during such Emergency: (a) A meeting of the Board of Directors or a committee thereof may be called by any director, the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice of any such meeting of the Board of Directors or any committee may be given, in the judgment of the person calling the meeting, only to such directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit. (b) The director or directors in attendance at a meeting called in accordance with Section 17(a) of this Article II shall constitute a quorum. (c) No officer, director or employee acting in accordance with this Section 17 shall be liable except for willful misconduct. No amendment, repeal or change to this Section 17 shall modify the prior sentence with regard to actions taken prior to the time of such amendment, repeal or change.

Emergency Bylaws. This Section 3.14 shall be operative only during an Emergency (as defined below) and shall cease to be operative upon termination of such Emergency. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described in Section 110(a) of the DGCL that results in a quorum of the Board of Directors or a committee thereof not being able to readily be convened for action (an “Emergency”), notwithstanding any different or conflicting provisions in the DGCL, the Certificate of Incorporation or these Bylaws, during such Emergency: : (a) A a meeting of the Board of Directors or a committee thereof may be called by any directorDirector, the Chairperson of the BoardChairperson, the Chief Executive Officer, the President or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice of any such meeting of the Board of Directors or any committee may be given, in the judgment of the person calling the meeting, only to such directors Directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such , and such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit. ; (b) The director the Director or directors Directors in attendance at a meeting called in accordance with this Section 17(a3.14(a) of this Article II shall constitute a quorum. ; and (c) No no officer, director Director or employee acting in accordance with this Section 17 3.14 shall be liable except for willful misconduct. No amendment, repeal or change to this Section 17 3.14 shall modify the prior preceding sentence with regard to actions taken prior to the time of such amendment, repeal or change.