Common use of Voting; Proxies Clause in Contracts

Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock of the Corporation held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting (where permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or business.

Voting; Proxies. Except as (a) Unless otherwise provided by or pursuant to in the provisions Certificate, every stockholder of the Certificate of Incorporation, each stockholder record shall be entitled to vote at any every meeting of stockholders shall be entitled to one (1) vote for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section 2.4. If the Certificate provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision of the Corporation held by DGCL, to a majority or other proportion of stock shall refer to such stockholder which has voting power upon majority or other proportion of the matter votes of such stock. The provisions of the DGCL shall apply in question. Each stockholder determining whether any shares of capital stock may be voted and the persons, if any entitled to vote at a meeting such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders or to consent to corporate action without a meeting as owners thereof for all purposes. (where permitted by or pursuant to the provisions of the Certificate of Incorporationb) may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke In any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the uncontested election of directors (other than Class/Series Directors (as defined below)) at which directors, each person receiving a quorum is present, a plurality majority of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall governdeemed elected. For purposes of this Section 1.7paragraph, a “‘majority of the votes cast” means ’ shall mean that the number of votes cast “‘for” ’ a question or business exceeds director must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “againstNominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth herein and (ii) such question nomination has not been withdrawn by such stockholder on or businessbefore the 10th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Certificate.

Voting; Proxies. Except as (a) Unless otherwise provided by or pursuant to in the provisions Certificate, every stockholder of the Certificate of Incorporation, each stockholder record shall be entitled to vote at any every meeting of stockholders shall be entitled to one (1) vote for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section ‎2.4. If the Certificate provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision of the Corporation held by DGCL, to a majority or other proportion of stock shall refer to such stockholder which has voting power upon majority or other proportion of the matter votes of such stock. The provisions of the DGCL shall apply in question. Each stockholder determining whether any shares of capital stock may be voted and the persons, if any entitled to vote at a meeting such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders or to consent to corporate action without a meeting as owners thereof for all purposes. (where permitted by or pursuant to the provisions of the Certificate of Incorporationb) may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke In any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the uncontested election of directors (other than Class/Series Directors (as defined below)) at which directors, each person receiving a quorum is present, a plurality majority of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall governdeemed elected. For purposes of this Section 1.7paragraph, a “‘majority of the votes cast” means ’ shall mean that the number of votes cast “‘for” ’ a question or business exceeds director must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “againstNominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth herein and (ii) such question nomination has not been withdrawn by such stockholder on or businessbefore the 10th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Certificate.

Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder (a) Each Stockholder entitled to vote at any meeting of stockholders Stockholders shall be entitled to one (1) vote the number of votes, if any, for each share of capital stock Stock held of the Corporation held record by such stockholder Stockholder which has voting power upon the matter in questionquestion as set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of Directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect Directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. (b) Each stockholder Stockholder entitled to vote at a meeting of stockholders Stockholders or to express consent to corporate action in writing without a meeting (where if permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder Stockholder by proxyproxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A The revocability of a proxy shall be irrevocable if it that states on its face that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable powershall be governed by the provisions of Section 212 of the DGCL. A stockholder Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings A proxy may be in the form of stockholders need not an electronic transmission which sets forth or is submitted with information from which it can be by written ballot. At all meetings of stockholders for determined that the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided transmission was authorized by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessStockholder.

Voting; Proxies. Except as (a) Unless otherwise provided by or pursuant to the provisions of in the Certificate of Incorporation, each every stockholder of record shall be entitled to vote at any every meeting of stockholders shall be entitled to one (1) vote for each share of capital stock standing in his name on the record of stockholders. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in these Amended and Restated Bylaws (these “Bylaws”) or any provision of the Delaware General Corporation held by Law (the “GCL”), to a majority or other proportion of stock shall refer to such stockholder which has voting power upon majority or other proportion of the matter votes of such stock. The provisions of the GCL shall apply in question. Each stockholder determining whether any shares of capital stock may be voted and the persons, if any entitled to vote at a meeting such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders or to consent to corporate action without a meeting as owners thereof for all purposes. (where permitted by or pursuant to the provisions of the Certificate of Incorporationb) may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke In any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the uncontested election of directors (other than Class/Series Directors (as defined below)) at which directors, each person receiving a quorum is present, a plurality majority of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall governdeemed elected. For purposes of this Section 1.72.04(b), a “‘majority of the votes cast” means ’ shall mean that the number of votes cast “‘for” ’ a question or business exceeds director must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “againstNominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 2.06 and (ii) such question nomination has not been withdrawn by such stockholder on or businessbefore the 10th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation.

Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder (a) Each Stockholder entitled to vote at any meeting of stockholders Stockholders shall be entitled to one (1) vote the number of votes, if any, for each share of capital stock Stock held of the Corporation held record by such stockholder Stockholder which has voting power upon the matter in questionquestion as set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of Directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect Directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. (b) Each stockholder Stockholder entitled to vote at a meeting of stockholders Stockholders or to express consent to corporate action in writing without a meeting (where if permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder Stockholder by proxyproxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A The revocability of a proxy shall be irrevocable if it that states on its face that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable powershall be governed by the provisions of Section 212 of the DGCL. A stockholder Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the Stockholder. Any stockholder directly or indirectly soliciting proxies from other stockholders need not must use a proxy card color other than white, which shall be by written ballot. At all meetings of stockholders reserved for the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided exclusive use by the affirmative vote Board of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessDirectors.

Voting; Proxies. Except (a) At each meeting of the stockholders, each stockholder shall be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and held by the stockholder and registered in the stockholder's name on the books of the Corporation: (i) on the date fixed pursuant to Section 7.5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (ii) if no such record date is so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting is given or (b) if notice of the meeting is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) Unless otherwise provided in a shareholders agreement, persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote such shares, unless in the pledgor's transfer on the books of the Corporation he expressly empowered the pledgee to vote such shares, in which case only the pledgee or the pledgee's proxy may represent and vote such stock. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or pursuant otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the Certificate General Corporation Law of Incorporationthe State of Delaware. (c) Unless otherwise provided in a shareholders agreement, each voting rights may be exercised by the stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock of thereto in person or by the Corporation held stockholder's proxy appointed by an instrument in writing, subscribed by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting (where permitted by or pursuant his attorney thereunto authorized and delivered to the provisions secretary of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder by proxymeeting; provided, but however, that no such proxy shall be voted or acted upon after three (3) years from its date, unless the that proxy provides shall provide for a longer period. A duly executed proxy shall be irrevocable if it so states that it is irrevocable and if, and only as for so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder who may revoke have given a proxy prior to any proxy which is not irrevocable meeting shall not, solely by attending such meeting, revoke the same unless he notifies the secretary of the meeting and voting of his intent to revoke the proxy, in person or by delivering writing, prior to the Secretary a revocation voting of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballotproxy. At all meetings any meeting of the stockholders for the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality all matters (except as otherwise provided in the Certificate of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholdersIncorporation, all other elections, questions in these Bylaws or business presented to the stockholders at such meeting by law) shall be decided by the affirmative vote of a majority in voting interest of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question present in person or business is one which, by express provision proxy and entitled to vote thereat and thereon. Voting at any meeting of the Certificate of Incorporationstockholders on any question need not be by ballot, these Bylaws, unless so directed by the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws chairman of the State of Delaware, meeting. On a vote of a different number by ballot each ballot shall be signed by the stockholder voting, or voting by class or series is requiredhis proxy, in which caseif there be such proxy, such express provision and it shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that state the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessshares voted.

Voting; Proxies. Except (a) At each meeting of the stockholders, each stockholder shall be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation having voting rights on the matter in question and held by the stockholder and registered in the stockholder's name on the books of the Corporation: (i) on the date fixed pursuant to Section 7.5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (ii) if no such record date is so fixed, then (a) at the close of business on the day next preceding the day on which notice of the meeting is given or (b) if notice of the meeting is waived, at the close of business on the day next preceding the day on which the meeting is held. (b) Unless otherwise provided in a shareholders agreement, persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote such shares, unless in the pledgor's transfer on the books of the Corporation he expressly empowered the pledgee to vote such shares, in which case only the pledgee or the pledgee's proxy may represent and vote such stock. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or pursuant otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the Certificate General Corporation Law of Incorporationthe State of Delaware. (c) Unless otherwise provided in a shareholders agreement, each voting rights may be exercised by the stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock of thereto in person or by the Corporation held stockholder's proxy appointed by an instrument in writing, subscribed by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting (where permitted by or pursuant his attorney thereunto authorized and delivered to the provisions secretary of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder by proxymeeting; provided, but however, that no such proxy shall be voted or acted upon after three (3) years from its date, unless the that proxy provides shall provide for a longer period. A duly executed proxy shall be irrevocable if it so states that it is irrevocable and if, and only as for so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder who may revoke have given a proxy prior to any proxy which is not irrevocable meeting shall not, solely by attending such meeting, revoke the same unless he notifies the secretary of the meeting and voting of his intent to revoke the proxy, in person or by delivering writing, prior to the Secretary a revocation voting of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballotproxy. At all meetings any meeting of the stockholders for the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality all matters (except as otherwise provided in the Certificate of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholdersIncorporation, all other elections, questions in these Bylaws or business presented to the stockholders at such meeting by law) shall be decided by the affirmative vote of a 3 146 majority in voting interest of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question present in person or business is one which, by express provision proxy and entitled to vote thereat and thereon. Voting at any meeting of the Certificate of Incorporationstockholders on any question need not be by ballot, these Bylaws, unless so directed by the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws chairman of the State of Delaware, meeting. On a vote of a different number by ballot each ballot shall be signed by the stockholder voting, or voting by class or series is requiredhis proxy, in which caseif there be such proxy, such express provision and it shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that state the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessshares voted.

Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder (a) Each Stockholder entitled to vote at any meeting of stockholders Stockholders shall be entitled to one (1) vote the number of votes, if any, for each share of capital stock Stock held of the Corporation held record by such stockholder which Stockholder that has voting power upon the matter in questionquestion as set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of Directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect Directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate of Incorporation, these By-laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. (b) Each stockholder Stockholder entitled to vote at a meeting of stockholders Stockholders or to express consent to corporate action in writing without a meeting (where if permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder Stockholder by proxyproxy authorized by an instrument in writing or by a transmission permitted by law, but no including Rule 14a-19 promulgated under the Exchange Act, filed in accordance with the procedure established for the meeting. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A The revocability of a proxy shall be irrevocable if it that states on its face that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable powershall be governed by the provisions of Section 212 of the DGCL. A stockholder Stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person (or by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings A proxy may be in the form of stockholders need not an electronic transmission that sets forth or is submitted with information from which it can be by written ballot. At all meetings of stockholders for determined that the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided transmission was authorized by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessStockholder.

Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder (a) Each Stockholder entitled to vote at any meeting of stockholders Stockholders shall be entitled to one (1) vote the number of votes, if any, for each share of capital stock Stock held of the Corporation held record by such stockholder Stockholder which has voting power upon the matter in questionquestion as set forth in the Certificate of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation, at all meetings of Stockholders for the election of Directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect Directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter. (b) Each stockholder Stockholder entitled to vote at a meeting of stockholders Stockholders or to express consent to corporate action in writing without a meeting (where if permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for such stockholder Stockholder by proxyproxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A The revocability of a proxy shall be irrevocable if it that states on its face that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable powershall be governed by the provisions of Section 212 of the DGCL. A stockholder Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means of remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the Stockholder. Any stockholder directly or indirectly soliciting proxies from other stockholders need not must use a proxy card color other than white, which shall be by written ballot. At all meetings of stockholders reserved for the election of directors (other than Class/Series Directors (as defined below)) at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided exclusive use by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or businessBoard.

Voting; Proxies. Except as (a) Unless otherwise provided by or pursuant to in the provisions Certificate, every stockholder of the Certificate of Incorporation, each stockholder record shall be entitled to vote at any every meeting of stockholders shall be entitled to one (1) vote for each share of capital stock standing in his name on the record of stockholders determined in accordance with Section 2.4. If the Certificate provides for more or less than one vote for any share on any matter, every reference in these Bylaws or any provision of the Corporation held by DGCL, to a majority or other proportion of stock shall refer to such stockholder which has voting power upon majority to other proportion of the matter votes of such stock. The provisions of the DGCL shall apply in question. Each stockholder determining whether any shares of capital stock may be voted and the persons, if any entitled to vote at a meeting such shares, but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders or to consent to corporate action without a meeting as owners thereof for all purposes. (where permitted by or pursuant to the provisions of the Certificate of Incorporationb) may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke In any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the uncontested election of directors (other than Class/Series Directors (as defined below)) at which directors, each person receiving a quorum is present, a plurality majority of the votes cast shall be sufficient to elect. When a quorum is present at any meeting of stockholders, all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall governdeemed elected. For purposes of this Section 1.7paragraph, a “‘majority of the votes cast” means ’ shall mean that the number of votes cast “‘for” ’ a question or business exceeds director must exceed the number of votes cast ‘against’ that director (with ‘abstentions’ and ‘broker non-votes’ not counted as a vote cast with respect to that director). In any contested election of directors, the persons receiving a plurality of the votes cast, up to the number of directors to be elected in such election, shall be deemed elected. The Board may, but need not, establish policies and procedures regarding the nomination, election and resignation of directors, which policies and procedures may: (i) include a condition to nomination by the Board for election or re-election as a director that an individual agree to tender, if elected or re-elected, an irrevocable offer of resignation conditioned on: (A) failing to receive the required vote for re-election at the next meeting at which such person would face re-election and (B) acceptance of the resignation by the Board, (ii) require: (A) if one exists, the Corporation’s nominating and governance committee or other committee designated by the Board (the “againstNominating and Governance Committee”) to make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken and (B) the Board to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days, to the extent practicable, from the date of the certification of the election results. A “contested election” is one in which: (i) the Secretary receives a notice that a Stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 2.9 and (ii) such question nomination has not been withdrawn by such stockholder on or businessbefore the 10th day before the Corporation first mails its notice of meeting for such meeting to the stockholders. An “uncontested election” is any election other than a contested election. All elections of directors shall be by written ballot unless otherwise provided in the Certificate.