Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the By-laws shall be eligible to serve as Directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section 9, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 9. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days; provided, however, that in the event that less than 100 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder 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 meeting or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this By-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the these By-laws shall be eligible to serve as Directorsdirectors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 92.13, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 92.13. Such nominations, other than those made by or at the direction of the Board of DirectorsBoard, shall must be made pursuant to timely notice in writing to the Secretary of the corporationCorporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation Corporation not less than 90 days; provided, however, that in days nor more than 120 days prior to the event that less than 100 days' notice or prior public disclosure first anniversary of the date of the meeting is given or made to stockholders, notice by the stockholder 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 meeting or such public disclosure was madeprevious year's annual meeting. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directorsdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporationCorporation's books, of such stockholder and stockholder, (ii) the class and number of shares of the corporation Corporation which are beneficially owned by such stockholder and (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by such stockholder. At the request of the Board of DirectorsBoard, any person nominated by the Board of Directors for election as a Director director shall furnish to the Secretary secretary of the corporation Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director director of the corporation Corporation unless nominated in accordance with the procedures set forth in this By-law. The Chairman chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 92.13, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended1934 Act, and the rules and regulations thereunder with respect to the matters set forth in this SectionSection 2.13.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the these By-laws shall be eligible to serve as Directorsdirectors. Nominations of persons for election to the Board of Directors of the corporation Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 92.14, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 92.14. Such nominations, other than those made by or at the direction of the Board of DirectorsBoard, shall must be made pursuant to timely notice in writing to the Secretary of the corporationCorporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation Corporation not less than 90 days; provided, however, that in days nor more than 120 days prior to the event that less than 100 days' notice or prior public disclosure first anniversary of the date of the meeting is given or made to stockholders, notice by the stockholder 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 meeting or such public disclosure was madeprevious year's annual meeting. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directorsdirectors, or which is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporationCorporation's books, of such stockholder and stockholder, (ii) the class and number of shares of the corporation Corporation which are beneficially owned by such stockholder and (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by such stockholder. At the request of the Board of DirectorsBoard, any person nominated by the Board of Directors for election as a Director director shall furnish to the Secretary secretary of the corporation Corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director director of the corporation Corporation unless nominated in accordance with the procedures set forth in this By-lawSection 2.14. The Chairman chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 92.14, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended1934 Act, and the rules and regulations thereunder with respect to the matters set forth in this SectionSection 2.14.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the By-laws these Bylaws shall be eligible to serve as Directorsdirectors of the Company. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation Company who is a stockholder of record at the time of giving of notice provided for in this Section 92.6, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 92.6. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporationCompany. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation Company not less than 60 days nor more than 90 daysdays prior to the meeting; provided, however, provided that in the event that less than 100 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholdersstockholders of the Company, notice by the stockholder 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 meeting or such public disclosure was made. Such stockholder's notice shall set forth for (a) as to each person whom the stockholder proposes to nominate for election or reelection as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directorsdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director director if elected); ) and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporationCompany's books, of such stockholder and (ii) the class and number of shares of the corporation Company's capital stock which are beneficially owned by such stockholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director director shall furnish to the Secretary of the corporation Company that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this By-law. The Chairman chairman of the meeting shall, if shall have the facts warrant, power and the duty to (a) determine and declare to the meeting that whether a nomination was not made in accordance with the procedures prescribed by the By-lawsthis Section 2.6 and, and (b) if he should so determineany nomination was not made in compliance with this Section 2.6, he shall so to declare to the meeting and that the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 92.6, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this SectionSection 2.6.

Nomination of Directors. Only persons who are nominated in accordance with the following procedures set forth in the By-laws shall be eligible to serve for election as Directorsdirectors, except as otherwise provided in Article Eight of the Certificate of Incorporation. Nominations of persons for election to the Board of Directors of the corporation Corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 9Section, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 9Section. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporationCorporation. To be timely, a stockholder's ’s notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days; provided, however, that in Corporation (i) with respect to an election of directors to be held at the event that less than 100 days' notice or prior public disclosure annual meeting of the stockholders of the Corporation, not later than one hundred twenty (120) days prior to the anniversary date of the proxy statement for the immediately preceding annual meeting is given or made of stockholders of the Corporation, and (ii) with respect to stockholders, notice by the stockholder an election of directors to be timely must be so received held at a special meeting of stockholders of the Corporation, not later than the close of business on the 10th day following the day on which such notice of the date of the special meeting was first mailed to the Corporation’s stockholders or such public disclosure of the date of the special meeting was first made, whichever first occurs. Such stockholder's ’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection re-election as a Director director, all information relating to such the person that is required to be disclosed in solicitations of for proxies for election of Directorsdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's the written consent of such person to being be named in the proxy statement as a nominee and to serving serve as a Director director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's Corporation’s books, of such stockholder stockholder, and (ii) the class and number of shares of capital stock of the corporation which Corporation that are beneficially owned by such the stockholder. At the request of any officer of the Board of DirectorsCorporation, any person nominated by the Board of Directors for election as a Director director shall furnish to the Secretary of the corporation that Corporation the information required to be set forth in a stockholder's ’s notice of nomination which that pertains to the nominee. No In the event that a person is validly designated as nominee to the Board and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the stockholder who proposed such nominee, as the case may be, may designate a substitute nominee. Except as otherwise provided in Article Eight of the Certificate of Incorporation, no person shall be eligible to serve as a Director director of the corporation Corporation unless nominated in accordance with the procedures set forth in this By-lawSection. The Chairman chairman of the meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-lawsBylaws, and if he the chairman should so determine, he the chairman shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 9Section, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this SectionSection 7.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the By-laws these bylaws shall be eligible to serve for election as Directorsdirectors. Nominations of persons for election to the Board of Directors board of the corporation may be made at a meeting of stockholders shareholders at which directors are to be elected only (ai) by or at the direction on behalf of the Board board of Directors or directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) by any stockholder shareholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section 9, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 911. Such nominations, other than those made by or at the direction of the Board of Directorsboard as described in clause (i) above, shall be made pursuant to by timely notice in writing to the Secretary of the corporationcorporate secretary. To be timely, a stockholder's shareholder’s notice shall be delivered to or mailed to and received at the principal executive offices office of the corporation not less than 90 days; 60 days prior to the date of the meeting, provided, however, that in the event that less than 100 70 days' ’ notice or prior public disclosure of the date of the this meeting is given or made to stockholdersshareholders, notice by the stockholder shareholders to be timely must be so received not later than the close of business on the 10th day following the day date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's shareholder’s notice shall set forth (ai) as to each person whom the stockholder such shareholder proposes to nominate for election or reelection as a Director director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directorsdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's ’s written consent to being named in the proxy statement as a nominee and to serving as a Director director if elected); , and (bii) as to the stockholder shareholder giving the notice (ia) the name and address, as they appear on the corporation's books’s share register, of such stockholder shareholder and (iib) the class and number of shares of the corporation which corporation’s capital stock that are beneficially owned by such stockholdershareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if elected. At the request of the Board of Directorsboard acting through the Governance Committee, any person nominated at the direction of the board by the Board of Directors such committee for election as a Director director shall furnish to the Secretary of the corporation corporate secretary that information required to be set forth in a stockholder's shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible to serve for election as a Director director of the corporation unless nominated in accordance with the procedures set forth in provisions of this By-lawSection 11. The Chairman officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-lawssuch provisions and, and if he should shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in the By-laws these bylaws shall be eligible to serve for election as Directorsdirectors. Nominations of persons for election to the Board of Directors board of the corporation may be made at a meeting of stockholders shareholders at which directors are to be elected only (ai) by or at the direction on behalf of the Board board of Directors or directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) by any stockholder shareholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Section 9, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 911. Such nominations, other than those made by or at the direction of the Board of Directorsboard as described in clause (i) above, shall be made pursuant to by timely notice in writing to the Secretary of the corporationcorporate secretary. To be timely, a stockholdershareholder's notice shall be delivered to or mailed to and received at the principal executive offices office of the corporation not less than 90 days; 60 days prior to the date of the meeting, provided, however, that in the event that less than 100 70 days' notice or prior public disclosure of the date of the this meeting is given or made to stockholdersshareholders, notice by the stockholder shareholders to be timely must be so received not later than the close of business on the 10th day following the day date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholdershareholder's notice shall set forth (ai) as to each person whom the stockholder such shareholder proposes to nominate for election or reelection as a Director director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directorsdirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director director if elected); , and (bii) as to the stockholder shareholder giving the notice (ia) the name and address, as they appear on the corporation's booksshare register, of such stockholder shareholder and (iib) the class and number of shares of the corporation which corporation's capital stock that are beneficially owned by such stockholdershareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if elected. At the request of the Board of Directorsboard acting through the Governance Committee, any person nominated at the direction of the board by the Board of Directors such committee for election as a Director director shall furnish to the Secretary of the corporation corporate secretary that information required to be set forth in a stockholdershareholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve for election as a Director director of the corporation unless nominated in accordance with the procedures set forth in provisions of this By-lawSection 11. The Chairman officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-lawssuch provisions and, and if he should shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section.