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 these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at a meeting of shareholders at which directors are to be elected only (i) on behalf of the board of 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 shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the board as described in clause (i) above, shall be made by timely notice in writing to the corporate secretary. To be timely, a shareholder’s notice shall be delivered or mailed to and received at the principal executive office of the corporation not less than 60 days prior to the date of the meeting, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election 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 (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s share register, of such shareholder and (b) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, 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 acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 11. The 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 such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws By-laws shall be eligible for election to serve as directors. Nominations of persons for election to the board of the corporation Board may be made at a meeting of shareholders stockholders (a) by or at which directors are to be elected only (i) on behalf the direction of the board of directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph Board or (b) of Article VII by any stockholder of the amended and restated articles Corporation who is a stockholder of incorporation or (ii) by any shareholder record at the time of the corporation giving of notice provided for in this Section 2.13, 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 112.13. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard, shall must be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 90 days nor more than 120 days prior to the date first anniversary of the previous year's annual meeting, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s stockholder's notice shall set forth (ia) as to each person whom such shareholder 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 directors, 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 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ; and (iib) as to the shareholder stockholder giving the notice (ai) the name and address, as they appear on the corporation’s share registerCorporation's books, of such shareholder and stockholder, (bii) the class and number of shares of the corporation’s capital stock that Corporation which are beneficially owned by such shareholder, stockholder and shall (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 accompanied made by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of the board acting through the Governance CommitteeBoard, any person nominated at by the direction of the board by such committee Board for election as a director shall furnish to the corporate secretary of the Corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election to serve as a director of the corporation Corporation unless nominated in accordance with the provisions of procedures set forth in this Section 11By-law. The officer chairman 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 such provisions andthe procedures prescribed by the By-laws, and if he shall should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.13, a stockholder shall also comply with all applicable requirements of the 1934 Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.13.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws this Section shall be eligible for election as directors. Nominations of persons for election to the board of the corporation Board may be made at a meeting of shareholders at which directors are to be elected only stockholders (i) on behalf by or at the direction of the board of directorsBoard, 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 shareholder stockholder of the corporation Corporation entitled to vote for the election of directors at the such meeting who complies with the notice procedures set forth in this Section 1122. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard, shall be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall must be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 30 days nor more than 60 days prior to the date of the a meeting, ; provided, however, that in the event that less if fewer than 70 40 days’ ' notice or prior public disclosure of the date of this the meeting is given or made to shareholdersstockholders, notice by the shareholders stockholder to be timely must be so delivered or received not later than the close of business on the 10th day following the date earlier of (i) the day on which such notice of the date of the such meeting was mailed or (ii) the day on which such public disclosure was made. Such shareholder’s A stockholder's notice to the Secretary shall set forth (i) as to each person whom such shareholder the stockholder proposes to nominate for election or reelection as a directordirector (a) the name, all age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such stockholder's notice and (d) any other 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 without limitation such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ; and (ii) as to the shareholder stockholder giving the notice (a) the name and address, as they appear on the corporation’s share registerCorporation's books, of such shareholder stockholder and any other stockholders known by such stockholder to be supporting such nominees and (b) the class and number of shares of the corporation’s capital stock that Corporation which are beneficially owned by such shareholder, stockholder on the date of such stockholder's notice 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 acting through the Governance Committee, any person nominated at the direction of the board other stockholders known by such committee for election as a director shall furnish to the corporate secretary that information required stockholder to be set forth in a shareholder’s notice supporting such nominee on the date of nomination which pertains to the nomineesuch stockholder's notice. No person shall be eligible for election as a director of the corporation Corporation unless nominated in accordance with the provisions of procedures set forth in this Section 1122. The officer chairman 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 such provisions andthe procedures prescribed by the By-Laws, and if he shall should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. ARTICLE IV.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the board Board of the corporation Directors may be made at a meeting any Annual Meeting of shareholders stockholders (a) by or at which directors are to be elected only the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on behalf the date of the board of directors, by the Governance Committee giving of the board notice provided for in this Section 2 and on the record date for the determination of directors in accordance with Article V of these bylaws stockholders entitled to vote at such Annual Meeting and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 112. Such nominations, other than those made Persons nominated by or at the direction a stockholder of the board Corporation shall only be eligible for election as described directors of the Corporation if such persons are nominated in clause (i) aboveaccordance with the following procedures. In addition to any other applicable requirements, shall for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in writing proper written form to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall to the Secretary must be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 sixty days nor more than ninety days prior to the date of the meetingAnnual Meeting; PROVIDED, provided, howeverHOWEVER, that in the event that less than 70 seventy days’ ' notice or prior public disclosure of the date of this meeting the Annual Meeting is given or made to shareholdersstockholders, notice by the shareholders stockholder in order to be timely must be so received not later than the close of business on the 10th tenth day following the date day on which such notice of the date of the meeting Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. Such shareholder’s To be in proper written form, a stockholder's notice shall to the Secretary must set forth (ia) as to each person whom such shareholder the stockholder proposes to nominate for election 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 director (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 (ii) as to the shareholder giving the notice (ai) the name name, age, business address and address, as they appear on the corporation’s share register, of such shareholder and (b) the class and number of shares residence address of the corporation’s capital stock that are beneficially owned by such shareholder, 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 acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 11. The 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 such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.---------------

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws Bylaws shall be eligible for election to serve as directorsdirectors of the Company. Nominations of persons for election to the board Board of the corporation Directors may be made at a meeting of shareholders stockholders (a) by or at which directors are to be elected only (i) on behalf the direction of the board Board of directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph Directors or (b) of Article VII by any stockholder of the amended and restated articles Company who is a stockholder of incorporation or (ii) by any shareholder record at the time of the corporation giving of notice provided for in this Section 2.6, 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 112.6. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard of Directors, shall be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Company. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation Company not less than 60 days nor more than 90 days prior to the date of the meeting, provided, however, ; provided that in the event that less than 70 days’ ' notice or prior public disclosure of the date of this the meeting is given or made to shareholdersstockholders of the Company, notice by the shareholders stockholder to be timely must be so received not later than the close of business on the 10th day following the date day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s stockholder's notice shall set forth for (ia) as to each person whom such shareholder 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 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ) and (iib) as to the shareholder stockholder giving the notice (ai) the name and address, as they appear on the corporation’s share registerCompany's books, of such shareholder stockholder and (bii) the class and number of shares of the corporation’s Company's capital stock that which are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of the board acting through the Governance CommitteeBoard of Directors, any person nominated at by the direction Board of the board by such committee Directors for election as a director shall furnish to the corporate secretary Secretary of the Company that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director The chairman of the corporation unless nominated meeting shall have the power and the duty to (a) determine whether a nomination was made in accordance with the provisions of procedures prescribed by this Section 11. The officer of the corporation or other person presiding at the meeting shall2.6 and, (b) if the facts so warrantany nomination was not made in compliance with this Section 2.6, determine and to declare to the meeting that a nomination was not made in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.6, 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 Section 2.6.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws By-Laws shall be eligible for election as directors. Nominations of persons for election to the board Board of Directors of the corporation Corporation may be made at a meeting of shareholders stockholders at which directors are to be elected only (i) on behalf by or at the direction of the board Board of 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 Directors or (ii) by any shareholder stockholder of the corporation Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 119. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard of Directors, shall be made by timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall be delivered or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 30 days prior to the date of the meeting, provided, however, that in the event that less than 70 40 days’ ' notice or prior disclosure of the date of this the meeting is given or made to shareholdersstockholders, notice by the shareholders stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s stockholder's notice shall set forth (i) as to each person whom such shareholder stockholder proposes to nominate for election 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 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ; and (ii) as to the shareholder stockholder giving the notice (ax) the name and address, as they appear on the corporation’s share registerCorporation's books, of such shareholder stockholder and (by) the class and number of shares of the corporation’s Corporation's capital stock that are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of the board acting through the Governance Committee, Board of Directors any person nominated at by the direction Board of the board by such committee Directors for election as a director shall furnish to the corporate secretary Secretary of the Corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation Corporation unless nominated in accordance with the provisions of this Section 119. The officer of the corporation 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 such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations Nomination of persons for election to the board Board of Directors of the corporation Corporation at a meeting of the stockholders may be made by or at the direction of the Board of Directors or may be made at a meeting of shareholders at which directors are to be elected only (i) on behalf stockholders by any stockholder of the board of 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 shareholder of the corporation Corporation entitled to vote for the election of directors Directors at the meeting who complies in compliance with the notice procedures set forth in this Section 11SECTION 4 of ARTICLE III. Such nominationsnomination, other than those made by or at the direction of the board as described in clause (i) aboveBoard, shall be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 fifty (50) days nor more than seventy-five (75) days prior to the date of the meeting, ; provided, however, that in the event that less than 70 sixty-five (65) days’ ' notice or prior public disclosure of the date of this the meeting is given or made to shareholdersstockholders, notice by the shareholders stockholder to be timely must be so received not no later than the close of business on the 10th fifteenth (15th) day following the date day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such shareholder’s stockholder's notice to the Secretary shall set forth forth: (ia) as to each person whom such shareholder the stockholder proposes to nominate for election or re-election as a directorDirector, all (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (iv) any other information relating to such the person that is required to be disclosed in solicitations of for proxies for election of directors, or is otherwise required, in each case Directors 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"Exchange Act"), ; and (iib) as to the shareholder stockholder giving the notice notice; (ai) the name and address, as they appear on record address of the corporation’s share register, of such shareholder stockholder; and (bii) the class and number of shares of the corporation’s capital stock that of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such shareholder, and shall other information as may reasonably be accompanied required by the written consent Corporation to determine the eligibility of each such person proposed nominee to serve as a director Director of the corporation, if elected. At the request of the board acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nomineeCorporation. No person shall be eligible for election as a director Director of the corporation Corporation at a meeting of the stockholders unless such person has been nominated in accordance with the provisions of this Section 11procedures set forth herein. The officer If the facts warrant, the Chairman of the corporation or other person presiding at the meeting shall, if the facts so warrant, shall determine and declare to the meeting that a nomination was does not made satisfy the requirements set forth in accordance with such provisions and, if he shall so determine, he shall so declare to the meeting preceding sentence and the defective nomination shall be disregarded. Nothing in this SECTION 4 shall be construed to affect the requirements for proxy statements of the Corporation under Regulation 14A of the Exchange Act.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws By-laws shall be eligible for election to serve as directors. Nominations of persons for election to the board Board of the corporation Corporation may be made at a meeting of shareholders stockholders (a) by or at which directors are to be elected only (i) on behalf the direction of the board of directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph Board or (b) of Article VII by any stockholder of the amended and restated articles Corporation who is a stockholder of incorporation or (ii) by any shareholder record at the time of the corporation giving of notice provided for in this Section 2.14, 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 112.14. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard, shall must be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 90 days nor more than 120 days prior to the date first anniversary of the previous year's annual meeting, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s stockholder's notice shall set forth (ia) as to each person whom such shareholder 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 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 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ; and (iib) as to the shareholder stockholder giving the notice (ai) the name and address, as they appear on the corporation’s share registerCorporation's books, of such shareholder and stockholder, (bii) the class and number of shares of the corporation’s capital stock that Corporation which are beneficially owned by such shareholder, stockholder and shall (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 accompanied made by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of the board acting through the Governance CommitteeBoard, any person nominated at by the direction of the board by such committee Board for election as a director shall furnish to the corporate secretary of the Corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election to serve as a director of the corporation Corporation unless nominated in accordance with the provisions of procedures set forth in this Section 112.14. The officer chairman 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 such provisions andthe procedures prescribed by the By-laws, and if he shall should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.14, a stockholder shall also comply with all applicable requirements of the 1934 Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.14.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at a meeting of shareholders at which directors are to be elected only (i) on behalf of the board of 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 shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the board as described in clause (i) above, shall be made by timely notice in writing to the corporate secretary. To be timely, a shareholder’s 's notice shall be delivered or mailed to and received at the principal executive office of the corporation not less than 60 days prior to the date of the meeting, provided, however, that in the event that less than 70 days’ ' notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s 's notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election 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 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s 's share register, of such shareholder and (b) the class and number of shares of the corporation’s 's capital stock that are beneficially owned by such shareholder, 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 acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s 's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 11. The 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 such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the board of the corporation may be made at a meeting of shareholders at which directors are to be elected only (i) on behalf of the board of 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 shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 11. Such nominations, other than those made by or at the direction of the board as described in clause (i) above, shall be made by timely notice in writing to the corporate secretary. To be timely, a shareholder’s 's notice shall be delivered or mailed to and received at the principal executive office of the corporation not less than 60 days prior to the date of the meeting, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election 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 (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the corporation’s share register, of such shareholder and (b) the class and number of shares of the corporation’s capital stock that are beneficially owned by such shareholder, 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 acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section 11. The 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 such provisions and, if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nomination of Directors. Only persons who are nominated in accordance with the following procedures set forth in these bylaws shall be eligible for election as directors, except as otherwise provided in Article Eight of the Certificate of Incorporation. Nominations of persons for election to the board Board of Directors of the corporation Corporation may be made at a meeting of shareholders stockholders (a) by or at which directors are to be elected only (i) on behalf the direction of the board Board of directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph Directors or (b) of Article VII by any stockholder of the amended and restated articles Corporation who is a stockholder of incorporation or (ii) by any shareholder record at the time of the corporation giving of notice provided for in this Section, 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 11Section. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard of Directors, shall be made by pursuant to timely notice in writing to the corporate secretarySecretary of the Corporation. To be timely, a shareholderstockholder’s notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation (i) with respect to an election of directors to be held at the annual meeting of the stockholders of the Corporation, not less later than 60 one hundred twenty (120) days prior to the anniversary date of the meeting, provided, however, that in proxy statement for the event that less than 70 days’ notice or prior disclosure immediately preceding annual meeting of stockholders of the date Corporation, and (ii) with respect to an election of this meeting is given or made to shareholders, notice by the shareholders 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 date 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 shareholderstockholder’s notice to the Secretary shall set forth (ia) as to each person whom such shareholder the stockholder proposes to nominate for election or re-election as a director, all information relating to such the person that is required to be disclosed in solicitations of for 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 the written consent of such person to being be named in the proxy statement as a nominee and to serving serve as a director if elected), ; and (iib) as to the shareholder stockholder giving the notice (ai) the name and address, as they appear on the corporationCorporation’s share registerbooks, of such shareholder stockholder, and (bii) the class and number of shares of the corporation’s capital stock of the Corporation that are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of any officer of the board acting through the Governance CommitteeCorporation, any person nominated at by the direction Board of the board by such committee Directors for election as a director shall furnish to the corporate secretary that Secretary of the Corporation the information required to be set forth in a shareholderstockholder’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 for election to serve as a director of the corporation Corporation unless nominated in accordance with the provisions of procedures set forth in this Section 11Section. The officer chairman of the corporation or other person presiding at the meeting of stockholders shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions andthe procedures prescribed by the Bylaws, and if he shall 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, 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 7.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in of these bylaws Bylaws shall be eligible for election as directors. Nominations of persons for election Subject to the board rights of holders of any class or series of stock having a preference over the corporation may be made at a meeting of shareholders at which directors are common stock as to be elected only (i) on behalf of the board of directorsdividends or upon liquidation, 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 shareholder of the corporation entitled to vote nominations for the election of directors at may be made by the meeting Board of Directors or by any stockholder entitled to vote in the election of directors generally who complies with the notice procedures set forth in this Section 11these Bylaws. Such nominationsAny stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as a director at a meeting only if timely written notice of such stockholder's intent to make such nomination or nominations has been given, other than those made either by personal delivery or at by U.S. mail, first class postage prepaid, return receipt requested, to the direction Secretary of the board as described in clause (i) above, shall be made by timely notice in writing to the corporate secretarycorporation. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation not less than 60 days nor more than 90 days prior to the date of the meeting, ; provided, however, that in the event that less than 70 days’ ' notice or prior public disclosure of the date of this the meeting is given give or made to shareholdersstockholders, notice by the shareholders stockholder to be timely must be so received not later than the close of business on the 10th fifth (5th) day following the date day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s Each such notice shall set forth (i) as to each person whom such shareholder proposes to nominate for election 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 (ii) as to the shareholder giving the notice forth: (a) the name and addressaddress of the stockholder who intends to make the nomination, as they appear on the corporation’s share register, of such shareholder and (b) the class name, age, business address, and number of shares home address of the corporation’s capital person or persons to be nominated; (c) the principal occupation of the person or persons nominated; (d) a representation that the stockholder is a holder of record of stock that of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting and intends to appear at the meeting to nominate the person or persons specified in the notice; (e) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are beneficially owned to be made by the stockholder; (f) such other information regarding each nominee proposed by such shareholderstockholder as would be required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission, and shall had the nominee been nominated, or intended to be accompanied nominated, by the written Board of Directors; and (g) the consent of each such person nominee to serve as a director of the corporation, corporation if so elected. At the request of the board acting through the Governance Committee, Board of Directors any person nominated at by the direction Board of the board by such committee Directors for election as a director Director shall furnish to the corporate secretary Secretary of the corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director Director of the corporation unless nominated in accordance with the provisions of this Section 11procedures set forth in these Bylaws. The officer chairman 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 such provisions andthe procedures prescribed by the Bylaws, and if he shall should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in these bylaws the By-laws shall be eligible for election to serve as directorsDirectors. Nominations of persons for election to the board Board of Directors of the corporation may be made at a meeting of shareholders stockholders (a) by or at which directors are to be elected only (i) on behalf the direction of the board Board of directors, by the Governance Committee of the board of directors in accordance with Article V of these bylaws and subject to paragraph Directors or (b) of Article VII of the amended and restated articles of incorporation or (ii) by any shareholder 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 119. Such nominations, other than those made by or at the direction of the board as described in clause (i) aboveBoard of Directors, shall be made by pursuant to timely notice in writing to the corporate secretarySecretary of the corporation. To be timely, a shareholder’s stockholder's notice shall be delivered to or mailed to and received at the principal executive office offices of the corporation not less than 60 days prior to the date of the meeting, 90 days; provided, however, that in the event that less than 70 100 days’ ' notice or prior public disclosure of the date of this the meeting is given or made to shareholdersstockholders, notice by the shareholders stockholder to be timely must be so received not later than the close of business on the 10th day following the date day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s stockholder's notice shall set forth (ia) as to each person whom such shareholder 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 (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 (iib) as to the shareholder stockholder giving the notice (ai) the name and address, as they appear on the corporation’s share register's books, of such shareholder stockholder and (bii) the class and number of shares of the corporation’s capital stock that corporation which are beneficially owned by such shareholder, and shall be accompanied by the written consent of each such person to serve as a director of the corporation, if electedstockholder. At the request of the board acting through the Governance CommitteeBoard of Directors, any person nominated at by the direction Board of the board by such committee Directors for election as a director Director shall furnish to the corporate secretary Secretary of the corporation that information required to be set forth in a shareholder’s stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election to serve as a director Director of the corporation unless nominated in accordance with the provisions of procedures set forth in this Section 11By-law. The officer Chairman 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 such provisions andthe procedures prescribed by the By-laws, and if he shall 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 following procedures set forth in these bylaws shall be eligible for election as directorsdirectors of the Corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred shares of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the board Board of the corporation Directors may be made at a any annual meeting of shareholders (a) by or at which directors are to be elected only the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholders of the Corporation (i) who is a shareholder of record on behalf the date of the board of directors, by the Governance Committee giving of the board notice provided for in this Section 3.4 and on the record date for the determination of directors in accordance with Article V of these bylaws shareholder entitled to vote at such meeting and subject to paragraph (b) of Article VII of the amended and restated articles of incorporation or (ii) by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 113.4. Such nominationsIn addition to any other applicable requirements, other than those made by or at the direction of the board as described in clause (i) above, shall for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in writing proper written form to the corporate secretarySecretary of the Corporation. To be timely, a shareholder’s notice shall to the Secretary must be delivered to or mailed to and received at the principal executive office offices of the corporation Corporation not less than 60 ninety (90) days nor more than one-hundred twenty (120) days prior to the anniversary date of the meetingimmediately preceding annual meeting of shareholders. To be in proper written form, provided, however, that in the event that less than 70 days’ notice or prior disclosure of the date of this meeting is given or made to shareholders, notice by the shareholders to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the meeting was mailed or such public disclosure was made. Such a shareholder’s notice shall to the Secretary must set forth forth; (ia) as to each person whom such the shareholder proposes to nominate for election as a directordirector (i) the name, all age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to such the person that is would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, in each case directors pursuant to Regulation 14A under Section 14 of the United States 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“Exchange Act”), and the rules and regulations promulgated thereunder applicable to issuers that are not foreign private issuers and (iib) as to the shareholder giving the notice (ai) the name and address, as they appear on the corporation’s share register, record address of such shareholder and shareholder, (bii) the class or series and number of shares of the corporation’s capital stock that Corporation which are owned beneficially owned and of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and shall each proposed nominee and any other person and persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors of companies other than foreign private issuers pursuant to Table of Contents Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by the a written consent of each such person proposed nominee to being named as a nominee and to serve as a director of the corporation, if elected. At the request of the board acting through the Governance Committee, any person nominated at the direction of the board by such committee for election as a director shall furnish to the corporate secretary that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation Corporation unless nominated in accordance with the provisions of procedures set forth in this Section 113.4. The officer If the Chairman of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting determines that a nomination was not made in accordance with such provisions andthe foregoing procedures, if he the Chairman shall so determine, he shall so declare to the meeting that the nomination was defective and the such defective nomination shall be disregarded.