Common use of Nature of Business at Meetings of Stockholders Clause in Contracts

Nature of Business at Meetings of Stockholders. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Board of Directors and specified in a notice of meeting given by or at the direction of the Board of Directors or (ii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Article II, Section 7 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Article II, Section 7 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Article II, Section 2. For purposes of this Article II, Section 7, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a trust, any trustee of the trust, or (iii) a corporation, limited liability company or other entity, any officer or person who functions as an officer of the corporation, limited liability company or other entity or any officer, director, general partner or person who functions as an officer, director or general partner of any entity ultimately in control of the corporation, limited liability company or other entity. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Article III, Sections 2 and 7, and this Article II, Section 7 shall not be applicable to nominations except as expressly provided in Article III, Sections 2 and 7.

Nature of Business at Meetings of Stockholders. No business may be transacted at an Annual Meeting of Stockholders, other than business that is either: (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Board of Directors and specified in a the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof); (iib) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Article II, Section 7 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Article II, Section 7 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given Annual Meeting by or at the direction of the person calling Board of Directors (or any duly authorized committee thereof); or (c) otherwise properly brought before the meeting pursuant Annual Meeting by any stockholder of the Corporation: (i) who is a stockholder of record on the date of giving of the notice provided for in this Section 8 and on the record for the determination of stockholders entitled to Article IInotice of and to vote at such Annual Meeting; and (ii) who complies with the notice procedures set forth in this Section 8. In addition to any other applicable requirements, Section 2for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. For purposes To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of this Article IIthe Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, Section 7however, “present that in person” shall mean the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder proposing that in order to be timely must be so received not later than the close of business on 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 of the Annual Meeting was made, whichever first occurs. To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting: (i) (A) a brief description of the business desired to be brought before the annual meeting Annual Meeting, the reasons for conducting such business at the Annual Meeting and any material interest of such stockholder and beneficial owner, if any, in such business, and (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend the By-Laws of the Corporation, orthe text of the proposed amendment); (ii) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith; (iii) (A) the proposing class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder is not an individualof record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation (any of the foregoing, a qualified representative of “Derivative Instrument”) directly or indirectly owned beneficially by such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall bethe beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such proposing stockholder has a right to vote any class or series of shares of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (iof ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, any partnership in which such stockholder is a general partner or, directly or person who functions as indirectly, beneficially owns an interest in a general partner of the general or limited partnership or who controls the such general or limited partnership, (iiG) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, and (I) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement); (iv) a trustdescription of all arrangements or understandings between such stockholder and beneficial owner, if any, and any trustee other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interests of such stockholder in such business; (v) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form or proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the trust, or Exchange Act and the rules and regulations promulgated thereunder; and (iiivi) a corporationrepresentation that such 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 Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 8; provided, limited liability company or other entityhowever, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 8 shall be deemed to preclude discussion by any officer or person who functions as an officer of the corporation, limited liability company or other entity or any officer, director, general partner or person who functions as an officer, director or general partner stockholder of any entity ultimately such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in control of accordance with the corporationforegoing procedures, limited liability company or other entity. Stockholders seeking to nominate persons for election the Chairman shall declare to the Board of Directors must comply with Article III, Sections 2 meeting that the business was not properly brought before the meeting and 7, and this Article II, Section 7 such business shall not be applicable to nominations except as expressly provided in Article III, Sections 2 and 7transacted.

Nature of Business at Meetings of Stockholders. (a) At No business may be transacted at an annual meeting of the stockholders, only such other than business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be that is either (ia) brought before the meeting by the Board of Directors and specified in a the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (iib) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Article II, Section 7 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Article II, Section 7 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting pursuant by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 1.2 and on the record date for the determination of stockholders entitled to Article IIvote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 1.2. In addition to any other applicable requirements, Section 2for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. For purposes To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of this Article IIthe Corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, Section 7however, “present that in person” shall mean the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder proposing that in order to be timely must be so received not later than the close of business on 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 of the annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting of and the Corporation, or, if reasons for conducting such business at the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a trustthe name and record address of such stockholder, any trustee of the trust, or (iii) a corporation, limited liability company the class or other entity, any officer or person who functions as an officer series and number of shares of capital stock of the corporationCorporation which are owned beneficially or of record by such stockholder, limited liability company (iv) a description of all arrangements or understandings between such stockholder and any other entity person or persons (including their names) in connection with the proposal of such business by such stockholder and any officermaterial interest of such stockholder in such business and (v) a representation that such 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 annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 1.2, directorprovided, general partner or person who functions as an officerhowever, director or general partner that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 1.2 shall be deemed to preclude discussion by any stockholder of any entity ultimately such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in control of accordance with the corporationforegoing procedures, limited liability company or other entity. Stockholders seeking to nominate persons for election the Chairman shall declare to the Board of Directors must comply with Article III, Sections 2 meeting that the business was not properly brought before the meeting and 7, and this Article II, Section 7 such business shall not be applicable to nominations except as expressly provided in Article III, Sections 2 and 7transacted.

Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 6 of this Article II) may be transacted at an Annual Meeting of Stockholders as is either (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Board of Directors and specified in a the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (iib) otherwise properly brought before the meeting Annual Meeting by a or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at (i) who is a stockholder of record on the time date of the giving of the notice provided for in this Section 5 of this Article II, Section 7 II and at on the time record date for the determination of the meeting, (2) is stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the meetingnotice procedures set forth in this Section 5 of this Article II. In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such business must be a proper subject for stockholder action under the laws of the State of Delaware and such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting; provided, however, subject to the last sentence of this paragraph, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on 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 of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (3b) has complied with this Article IIas to the stockholder giving notice and the beneficial owner, Section 7 in if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all applicable respectsshares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, or (B) properly the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in accordance such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the Annual Meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with Rule 14a-8 under a contested solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (as so amended and inclusive promulgated thereunder. A stockholder providing notice of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business proposed to be brought before an annual meeting Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5 of this Article II shall be true and correct as of the stockholdersrecord date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting. No business shall be conducted at the Annual Meeting of Stockholders shall not be permitted to propose except business to be brought before a special meeting of the stockholders, and Annual Meeting in accordance with the only matters that may be brought before a special meeting are the matters specified procedures set forth in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Article II, this Section 2. For purposes 5 of this Article II; provided, however that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 75 of this Article II shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, “present in person” the Chairman shall mean that declare to the stockholder proposing meeting that the business be was not properly brought before the annual meeting of the Corporation, or, if the proposing stockholder is not an individual, a qualified representative of Annual Meeting and such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a trust, any trustee of the trust, or (iii) a corporation, limited liability company or other entity, any officer or person who functions as an officer of the corporation, limited liability company or other entity or any officer, director, general partner or person who functions as an officer, director or general partner of any entity ultimately in control of the corporation, limited liability company or other entity. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Article III, Sections 2 and 7, and this Article II, Section 7 business shall not be applicable transacted. Nothing contained in this Section 5 of this Article II shall be deemed to nominations except as expressly provided affect any rights of stockholders to request inclusion of proposals in Article III, Sections 2 and 7the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Nature of Business at Meetings of Stockholders. (a) At No business may be transacted at an annual meeting of the stockholders, only such other than business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be that is either (ia) brought before the meeting by the Board of Directors and specified in a the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (iib) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Article II, Section 7 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Article II, Section 7 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting pursuant by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 8 and on the record date for the determination of stockholders entitled to Article IIvote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 8. In addition to any other applicable requirements, Section 2for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. For purposes To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of this Article IIthe Corporation not less than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, Section 7however, “present that in person” shall mean the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder proposing that in order to be timely must be so received not later than the close of business on the 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 of the annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting of and the Corporation, or, if reasons for conducting such business at the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a trustthe name and record address of such stockholder, any trustee of the trust, or (iii) a corporation, limited liability company the class or other entity, any officer or person who functions as an officer series and number of shares of capital stock of the corporationCorporation which are owned beneficially or of record by such stockholder, limited liability company (iv) a description of all arrangements or understandings between such stockholder and any other entity person or persons (including their names) in connection with the proposal of such business by such stockholder and any officermaterial interest of such stockholder in such business and (v) a representation that such 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 annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 8, directorprovided, general partner or person who functions as an officerhowever, director or general partner that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 8 shall be deemed to preclude discussion by any stockholder of any entity ultimately such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in control of accordance with the corporationforegoing procedures, limited liability company or other entity. Stockholders seeking to nominate persons for election the chairman shall declare to the Board of Directors must comply with Article III, Sections 2 meeting that the business was not properly brought before the meeting and 7, and this Article II, Section 7 such business shall not be applicable to nominations except as expressly provided in Article III, Sections 2 and 7transacted.

Nature of Business at Meetings of Stockholders. (a) At No business may be transacted at an annual meeting of the stockholders, only such other than business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be that is either (ia) brought before the meeting by the Board of Directors and specified in a the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (iib) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a beneficial owner of shares of the Corporation both at the time of giving the notice provided for in this Article II, Section 7 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Article II, Section 7 in all applicable respects, or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (ii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting pursuant by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 6 and on the record date for the determination of stockholders entitled to Article IIvote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 6. In addition to any other applicable requirements, Section 2for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company. For purposes To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of this Article IIthe Company not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, Section 7however, “present that in person” shall mean the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder proposing that in order to be timely must be so received not later than the close of business on 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 of the annual meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting of and the Corporation, or, if reasons for conducting such business at the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be, if such proposing stockholder is (i) a general or limited partnership, any general partner or person who functions as a general partner of the general or limited partnership or who controls the general or limited partnership, (ii) a trustthe name and record address of such stockholder, any trustee of the trust, or (iii) a corporation, limited liability company the class or other entity, any officer or person who functions as an officer series and number of shares of capital stock of the corporationCompany which are owned beneficially or of record by such stockholder, limited liability company (iv) a description of all arrangements or understandings between such stockholder and any other entity person or persons (including their names) in connection with the proposal of such business by such stockholder and any officermaterial interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Once business has been properly brought before the annual meeting in accordance with the procedures in this Section 6, director, general partner or person who functions as an officer, director or general partner nothing in this Section 6 shall be deemed to preclude discussion by any stockholder of any entity ultimately such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in control of accordance with the corporationforegoing procedures, limited liability company or other entity. Stockholders seeking to nominate persons for election the Chairman shall declare to the Board of Directors must comply with Article III, Sections 2 meeting that the business was not properly brought before the meeting and 7, and this Article II, Section 7 such business shall not be applicable to nominations except as expressly provided in Article III, Sections 2 and 7transacted.