Common use of Committees of the Board of Directors Clause in Contracts

Committees of the Board of Directors. 12. The Board of Directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, subject to the provisions of the Certificate of Incorporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. A quorum, once established, shall not be broken by the subsequent withdrawal or departure of directors to leave less than a quorum. Unless the Board of Directors or the committee charter provides otherwise and subject to the provisions of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

Committees of the Board of Directors. 12. The Board of Directors mayDirectors, by resolution, designate one or more committees, each committee to consist a vote of one or more a majority of the directors Board of Directors, may from time to time designate committees of the CorporationBoard of Directors, subject with such lawfully delegable powers and duties as it thereby confers, to serve at the provisions pleasure of the Certificate Board of IncorporationDirectors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and, unless the resolution or By-Laws of the Certificate of Incorporation expressly Corporation. Any committee so provide, no such committee shall have designated may exercise the power or and authority of the Board of Directors to declare a dividend or dividend, to authorize the issuance of capital stock. Such stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or committees shall have such name or names as may be determined from time to time by a supplemental resolution adopted by the Board of Directors. Unless the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the member or members of the committee present at any the meeting at which there is and not disqualified from voting, whether or not he or she or they constitute a quorum shall be the act of the committee. A quorum, once established, shall not be broken may by the subsequent withdrawal or departure unanimous vote appoint another member of directors to leave less than a quorum. Unless the Board of Directors or to act at the committee charter provides otherwise and subject to meeting in the provisions place of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article IIIabsent or disqualified member.

Committees of the Board of Directors. 12. The Board of Directors may, by resolution, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, subject to the provisions of the Certificate of Incorporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise all the powers power and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or dividend, to authorize the issuance of capital stock. Such stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or committees shall have such name or names as may be determined from time to time by a supplemental resolution adopted by the Board of Directors. Unless the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized member or members of the committee shall present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum for quorum, may by unanimous vote appoint another member of the transaction Board of businessDirectors to act at the meeting in the place of the absent or disqualified member. Notwithstanding the foregoing, and the Board of Directors shall not form an executive committee to act on behalf of the Board of Directors other than by a vote of a majority of the members of directors then in office (whether or not there exist any vacancies in previously authorized directorships at the committee present at time any meeting at which there such resolution is a quorum shall be presented to the act of the committee. A quorumBoard) that includes, once established, shall not be broken by the subsequent withdrawal or departure of directors to leave less than a quorum. Unless for so long as either Additional Director is serving on the Board of Directors or Directors, the committee charter provides otherwise and subject to the provisions affirmative vote of the Certificate Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. C–1 EXHIBIT D Form of IncorporationAmended Version of Article IX of the Company Bylaws (SECTION 2.1(d)) Effective immediately, each committee designated Article IX of the Company Bylaws shall be amended to read in its entirety as follows: The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors may makeshall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, alter and amendment or repeal rules and procedures is presented to the Board); provided, however, that none of (i) Article I, Section 2, (ii) the second sentence of Article II, Section 1, (iii) the second sentence of Article III, Section 1, or (iv) this proviso to the second sentence of this Article IX shall be amended other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either of the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as Additional Directors is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors conducts its business pursuant are then serving, both Additional Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of the holders of at least 662/3 percent of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal Article III.VIII or IX of these Bylaws. D–1 EXHIBIT E Form of Amendment to Article II, Section 11 of the Company Bylaws (SECTION 2.1(e))

Committees of the Board of Directors. 12. The Board of Directors maymay from time to time, by resolutionresolution passed by majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, subject to the provisions who may replace any absent or disqualified member at any meeting of the Certificate committee. The resolution of Incorporationthe Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have , except as otherwise provided by law. Unless the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all resolution of the Corporation’s property and assets, recommending to the stockholders a dissolution Board of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or the Certificate of Incorporation Directors expressly so provideprovides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock. Such Any such committee or committees shall have such name or names as may be determined from adopt rules governing the method of calling and time to time by resolution adopted and place of holding its meetings. Unless otherwise provided by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of any such committee (or the then authorized members of the committee member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the such committee present at any a meeting at which there is a quorum is present shall be the act of the such committee. A quorum, once established, Each such committee shall not be broken by the subsequent withdrawal or departure keep a record of directors its acts and proceedings and shall report thereon to leave less than a quorum. Unless the Board of Directors whenever requested so to do. Any or the all members of any such committee charter provides otherwise and subject to the provisions may be removed, with or without cause, by resolution of the Certificate of Incorporation, each committee designated by the Board of Directors may makeDirectors, alter and repeal rules and procedures for the conduct passed by a majority of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article IIIDirectors.

Committees of the Board of Directors. 12. The Board of Directors maymay from time to time, by resolutionresolution passed by majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, subject to the provisions who may replace any absent or disqualified member at any meeting of the Certificate committee. The resolution of Incorporationthe Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member of members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have , except as otherwise provided by law. Unless the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all resolution of the Corporation’s property and assets, recommending to the stockholders a dissolution Board of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or the Certificate of Incorporation Directors expressly so provideprovides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock. Such Any such committee or committees shall have such name or names as may be determined from adopt rules governing the method of calling and time to time by resolution adopted and place of holding its meetings. Unless otherwise provided by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of any such committee (or the then authorized members of the committee member thereof, if only one) shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the such committee present at any a meeting at which there is a quorum is present shall be the act of the such committee. A quorum, once established, Each such committee shall not be broken by the subsequent withdrawal or departure keep a record of directors its acts and proceedings and shall report thereon to leave less than a quorum. Unless the Board of Directors whenever requested so to do. Any or the all members of any such committee charter provides otherwise and subject to the provisions may be removed, with or without cause, by resolution of the Certificate of Incorporation, each committee designated by the Board of Directors may makeDirectors, alter and repeal rules and procedures for passed by a majority of the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article IIIwhole Board.

Committees of the Board of Directors. 12. The Board of Directors may, by resolutionresolution passed by a majority of all of the directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, subject to the provisions of the Certificate of Incorporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s 's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. A quorum, once established, shall not be broken by the subsequent withdrawal or departure of directors to leave less than a quorum. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors or the committee charter provides otherwise and subject to the provisions of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

Committees of the Board of Directors. SECTION 12. The Board of Directors may, by resolutionresolution passed by a majority of the votes of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, subject to the provisions who may replace any absent or disqualified member at any meeting of the Certificate committee. In the absence or disqualification of Incorporationa member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporationcorporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylawsthe Bylaws of the Corporation, or amending the Stockholders Agreement; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of capital stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. A quorum, once established, shall not be broken by the subsequent withdrawal or departure of directors to leave less than a quorum. Unless the Board of Directors or the committee charter provides otherwise and subject to the provisions of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

Committees of the Board of Directors. 12. The Board of Directors mayDirectors, by resolution, designate one or more committees, each committee to consist a vote of one or more a majority of the directors Board of Directors, may from time to time designate committees of the CorporationBoard, subject with such lawfully delegable powers and duties as it thereby confers, to serve at the provisions pleasure of the Certificate Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of Incorporationthe committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s 's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws; and, unless the resolution or Bylaws of the Certificate of Incorporation expressly Corporation. Any committee so provide, no such committee shall have designated may exercise the power or and authority of the Board of Directors to declare a dividend or dividend, to authorize the issuance of capital stock. Such stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or committees shall have such name or names as may be determined from time to time by a supplemental resolution adopted by the Board of Directors. Unless the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the member or members of the committee present at any the meeting at which there is and not disqualified from voting, whether or not he or she or they constitute a quorum shall be the act of the committee. A quorum, once established, shall not be broken may by the subsequent withdrawal or departure unanimous vote appoint another member of directors to leave less than a quorum. Unless the Board of Directors or to act at the committee charter provides otherwise and subject to meeting in the provisions place of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article IIIabsent or disqualified member.