Common use of Voting; Proxies Clause in Contracts

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders Holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be is required, the affirmative vote of the holders Holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designatedelected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in the case certificate of any matter expressly set forth in the Agreement for which a higher vote may be requiredincorporation or these bylaws, the affirmative vote of the holders of a majority of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersstockholders.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as provided in unless a different or minimum vote is required by the Agreement and Article II hereof. Other than in certificate of incorporation, these bylaws, the case rules or regulations of any matter expressly set forth stock exchange applicable to the corporation, or any law or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be the Agreement for which a higher applicable vote may on the matter, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the Corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as provided in unless a different or minimum vote is required by the Agreement and Article II hereof. Other than in certificate of incorporation, these bylaws, the case rules or regulations of any matter expressly set forth stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the Agreement for which a higher applicable vote may on the matter, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the Corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue priceprice (in the case of Company Common Securities) and liquidation preference (in the case of Company Preferred Securities), of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy proxy, bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.such

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as unless otherwise provided in by the Agreement and Article II hereof. Other than in certificate of incorporation, these bylaws, the case rules or regulations of any matter expressly set forth in stock exchange applicable to the Agreement for which a higher vote may corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided by the General Corporation Law or in the AgreementCertificate of Incorporation, each Securityholder every Stockholder entitled to vote at any meeting of Securityholders Stockholders shall have voting power proportionate be entitled to one vote for each share of stock (and 10 votes for each share of Class B Common Stock until the outstanding amount, based on initial issue price, Substantial Ownership Requirement is no longer met (each as defined in the Certificate of the Securities Incorporation)) held by such Securityholder that have Stockholder which has voting power upon the matter in question. At any meeting of Stockholders, all matters other than the election of Directors, except as otherwise provided by the Certificate of Incorporation, these By-laws or any applicable law, shall be decided by the affirmative vote of a majority in voting power of shares of stock present in person or represented by proxy and entitled to vote thereon. At all meetings of Stockholders for the election of Directors, a plurality of the votes cast shall be sufficient to elect Directors. Each Securityholder Stockholder entitled to vote at a meeting of Securityholders Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder Stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy expressly provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as so long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder Stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary a revocation of the proxy or another duly executed by delivering a new proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersdate.

Voting; Proxies. Unless otherwise provided in the AgreementCertificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one (1) vote for each share of the Securities stock held by such Securityholder stockholder that have has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder 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 duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in Except where applicable law or regulation (including the Agreement and Article II hereof. Other than in the case regulations of any matter expressly set forth in the Agreement for which a higher vote may be requiredstock exchanges or similar bodies), the affirmative vote Certificate of Incorporation or these Bylaws require a different vote, if a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a plurality of the holders of a majority votes of the Securities shares of the class or series of stock present in person or represented by proxy at the a meeting and entitled to vote on for the subject matter shall be the act of the Securityholdersrelevant directors is required in order to elect such director. Section 1.9.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation of the Corporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designatedelected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in certificate of incorporation of the case of any matter expressly set forth in the Agreement for which a higher vote may be requiredCorporation or these Bylaws, the affirmative vote of the holders of a majority of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersstockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation of the Corporation or these Bylaws.

Voting; Proxies. Unless otherwise provided in the AgreementCertificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have him which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in Certificate of Incorporation or these bylaws, be decided by the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at the meeting and entitled to meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote on the subject matter shall be the act of the Securityholdersupon any election or question.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be is required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless otherwise provided in the AgreementCertificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have him which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in Certificate of Incorporation or these Bylaws, be decided by the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at the meeting and entitled to meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote on the subject matter shall be the act of the Securityholdersupon any election or question.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have him which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in certificate of incorporation or these Bylaws, be decided by the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at the meeting and entitled to meeting, provided that (except as otherwise required by law or by the certificate of incorporation) the Board of Directors may require a larger vote on the subject matter shall be the act of the Securityholdersupon any election or question.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as unless otherwise provided in by the Agreement and Article II hereof. Other than in certificate of incorporation, these by-laws, the case rules or regulations of any matter expressly set forth in stock exchange applicable to the Agreement for which a higher vote may corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.replaced

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue priceprice (in the case of Company Common Securities) and liquidation preference (in the case of Company Preferred Securities), of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy proxy, bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II 2 hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the Certificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the Corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as unless otherwise provided in by the Agreement and Article II hereof. Other than in Certificate of Incorporation, these Bylaws, the case rules or regulations of any matter expressly set forth in stock exchange applicable to the Agreement for which a higher vote may Corporation, applicable law or pursuant to any regulation applicable to the Corporation or its securities, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the Corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue price, of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced C-2 103 as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporate Secretary. Voting at meetings of Securityholders stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designatedelected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in the case certificate of any matter expressly set forth in the Agreement for which a higher vote may be requiredincorporation or these by-laws, the affirmative vote of the holders of a majority of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersstockholders.

Voting; Proxies. Unless otherwise provided required by the Certificate of Incorporation, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that in a contested election, director elections shall be determined by a plurality of the Agreementvotes cast. Unless otherwise required by law, each Securityholder entitled the Certificate of Incorporation or the rules of any stock exchange on which the Corporation’s securities are listed, all other matters presented to vote the stockholders at a meeting at which a quorum is present shall be determined by a majority of the votes cast affirmatively or negatively. For purposes of this Section 2.10, a contested election means any meeting of Securityholders shall have voting power proportionate stockholders for which a Proposing Stockholder has submitted a valid notice to nominate a candidate for election at such meeting in accordance with these Bylaws which has not been withdrawn on or before the outstanding amount, based on initial issue price, tenth day before notice of the Securities held by such Securityholder that have voting power upon the matter in questionmeeting of stockholders is first given. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the secretary of the Corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersballot.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the Corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present, a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as provided in unless a different or minimum vote is required by the Agreement and Article II hereof. Other than in certificate of incorporation, these bylaws, the case rules or regulations of any matter expressly set forth stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the Agreement for which a higher applicable vote may on the matter, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the Corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder entitled to vote at any meeting of Securityholders shall have voting power proportionate to the outstanding amount, based on initial issue priceprice (in the case of LLC Common Securities) and liquidation preference (in the case of LLC Preferred Securities), of the Securities held by such Securityholder that have voting power upon the matter in question. Each Securityholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting may authorize another person or persons to act for such Securityholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company LLC generally. A Securityholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy proxy, bearing a later date with the Secretary of the CompanyLLC. Voting at meetings of Securityholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designated, removed and replaced as provided in the Agreement and Article II 2 hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholders.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder who has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designatedelected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in the case certificate of any matter expressly set forth in the Agreement for which a higher vote may be requiredincorporation or these Bylaws, the affirmative vote of the holders of a majority of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersstockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these Bylaws.

Voting; Proxies. Unless otherwise provided in the AgreementCertificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting stockholders may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Companya Corporate Secretary. Voting at meetings of Securityholders stockholders need not be by written ballot unless so directed by the holders of a majority chairman of the outstanding Securities entitled meeting or the Board of Directors. Subject to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors Section 3.2, directors shall be designated, removed and replaced as provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which elected by a higher vote may be required, the affirmative vote plurality of the holders of a majority votes of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the votes cast for or against the matter at the meeting by stockholders entitled to vote on the subject matter shall be the act of the Securityholdersstockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority (or, in the case of an election of directors, a plurality) of the votes cast for or against the matter at the meeting by stockholders in that class or classes entitled to vote on the subject matter -shall be the act of such class or classes, except as otherwise required by law, the Certificate of Incorporation or these Bylaws.

Voting; Proxies. Unless Except as otherwise provided in by the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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 by law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed by delivering a proxy in accordance with applicable law bearing a later date with to the Secretary of the Companycorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding Securities shares of stock entitled to vote thereon which are present in person or represented by proxy at such meeting shall so determinemeeting. Directors shall All elections including the election of directors and questions shall, unless otherwise provided by law, be designated, removed and replaced as provided in decided by the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority shares of stock having 70 percent of the Securities present in person or represented votes which could be cast by proxy at the meeting holders of all shares of stock outstanding and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder Each stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, number of the Securities votes for each share of stock held by such Securityholder that have voting power upon the matter stockholder as set forth in questionthe Certificate of Incorporation. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder the 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 duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which that is not irrevocable by attending the meeting and voting in person or person, by filing an instrument in writing revoking the proxy or another duly executed by delivering a proxy in accordance with applicable law bearing a later date with to the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding Securities shares of stock entitled to vote thereon that are present in person or represented by proxy at such meeting shall so determinemeeting. Directors At all meetings of stockholders for the election of directors a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be requiredby law, the affirmative Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of shares of stock having a majority of the Securities present in person or represented votes that could be cast by proxy at the meeting holders of all shares of stock outstanding and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the Certificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one (1) vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder 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. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the corporation, or such other person as may also be authorized by the Board of Directors for such purpose, a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designated, removed sufficient to elect. All other elections and replaced as provided in questions presented to the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for stockholders at a meeting at which a higher quorum is present shall, unless a different or minimum vote may is required by the Certificate of Incorporation, these bylaws, or any law or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be requiredthe applicable vote on the matter, be decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless otherwise provided in the Agreementarticles of incorporation, each Securityholder shareholder entitled to vote at any meeting of Securityholders shareholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have shareholder which has voting power upon the matter in question. Each Securityholder shareholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting shareholders may authorize another person or persons to act for such Securityholder shareholder by proxy, but no such proxy shall be voted or acted upon valid after three years the expiration of eleven months from its date, the date thereof unless otherwise provided in the proxy provides for a longer periodproxy. A duly executed 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 the law of the Xxxxxxxx Islands to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders shareholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors At all meetings of shareholders for the election of directors a plurality of the votes cast shall be designatedsufficient to elect. With respect to other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in the case articles of any matter expressly set forth in the Agreement for which a higher vote may be requiredincorporation, the affirmative vote of the holders of a majority of the Securities shares of all classes of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersshareholders. Where a separate vote by class is required, the affirmative vote of the holders of a majority of the shares of each class present in person or represented by proxy at the meeting shall be the act of such class, except as otherwise provided by law or by the articles of incorporation or these By-laws.

Voting; Proxies. Unless otherwise provided in the Agreement, each Securityholder Each Stockholder entitled to vote at any meeting of Securityholders Stockholders shall have voting power proportionate be entitled to the outstanding amountnumber of votes, based on initial issue priceif any, for each share of the Securities Stock held of record by such Securityholder that have Stockholder which has voting power upon the matter in questionquestion that is set forth in the Certificate of Incorporation. Each Securityholder Stockholder entitled to vote at a meeting of Securityholders Stockholders or to express consent or dissent to corporate action in writing without a meeting (if permitted by the Certificate of Incorporation) may authorize another person or persons to act for such Securityholder Stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder Stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by filing an instrument in writing revoking means remote communication, if applicable) or by delivering to the Secretary a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders Stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determineballot. Directors shall be designated, removed and replaced as Unless otherwise provided in the Agreement and Article II hereof. Other than in Certificate of Incorporation, at all meetings of Stockholders for the case election of any matter expressly set forth in the Agreement for directors at which a higher vote may quorum is present a plurality of the votes cast shall be required, 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 the Securities shares of Stock which are present in person or represented by proxy at the meeting and entitled to vote on thereon, unless a different or minimum vote is required by the subject matter 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 act of applicable vote on the Securityholdersmatter.

Voting; Proxies. Unless otherwise provided in the Agreement----------- --------------- certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock of Common Stock and ten votes for each share of Class A Common Stock held by such Securityholder that have shareholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting stockholders may authorize another person or persons to act for such Securityholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A stockholder entitled to vote may authorize a proxy by means of a writing, by telephone, by the Internet, by other forms of electronic transmission or by any other manner permitted by law. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors At all meetings of stockholders for the election of directors a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in certificate of incorporation or these by-laws, be decided by the case of any matter expressly set forth in the Agreement for which a higher vote may be required, the affirmative vote of the holders of a majority of the Securities voting power entitled to vote thereon present in person or represented by proxy at the meeting and entitled to meeting, provided that (except as otherwise required by law or by the certificate of incorporation or these by-laws) the Board of Directors may require a larger vote on the subject matter shall be the act of the Securityholdersupon any election or question.

Voting; Proxies. Unless Except as otherwise provided in by or pursuant to the Agreementprovisions of the certificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting stockholders may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking delivering to the Secretary of the corporation a revocation of the proxy or another duly executed a new proxy bearing a later date with the Secretary of the Companydate. Voting at meetings of Securityholders stockholders need not be by written ballot unless ballot. At all meetings of stockholders for the holders election of directors at which a majority quorum is present a plurality of the outstanding Securities entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors votes cast shall be designatedsufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, removed and replaced as unless otherwise provided in by the Agreement and Article II hereof. Other than in certificate of incorporation, these bylaws, the case rules or regulations of any matter expressly set forth in stock exchange applicable to the Agreement for which a higher vote may corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be required, decided by the affirmative vote of the holders of a majority in voting power of the Securities shares of stock of the corporation which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersthereon.

Voting; Proxies. Unless Except as otherwise provided in by the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have him which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting stockholders may authorize another person or persons to act for such Securityholder him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person person, or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Companycorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding Securities shares of stock entitled to vote thereon which are present in person or represented by proxy at such meeting shall so determinemeeting. Directors At all meetings of stockholders for the election of directors a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be requiredby law, the affirmative certificate of incorporation or these by-laws, be decided by the vote of the holders of shares of stock having a majority of the Securities votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersmeeting.

Voting; Proxies. Unless otherwise provided in the Agreementcertificate of incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves stock itself or an interest in the Company Corporation generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot unless the holders of a majority of the outstanding Securities shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be designatedelected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, removed and replaced as unless otherwise provided in by law or by the Agreement and Article II hereof. Other than in the case certificate of any matter expressly set forth in the Agreement for which a higher vote may be requiredincorporation or these by-laws, the affirmative vote of the holders of a majority of the Securities shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersstockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

Voting; Proxies. Unless Except as otherwise provided in by the AgreementCertificate of Incorporation, each Securityholder stockholder entitled to vote at any meeting of Securityholders stockholders shall have voting power proportionate be entitled to the outstanding amount, based on initial issue price, one vote for each share of the Securities stock held by such Securityholder that have stockholder which has voting power upon the matter in question. Each Securityholder stockholder entitled to vote at a meeting of Securityholders or to express consent or dissent to action in writing without a meeting stockholders may authorize another person or persons to act for such Securityholder stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed 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, regardless of whether the interest with which it is coupled is an interest in the Securities themselves or an interest in the Company generally. A Securityholder stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Corporate Secretary of the CompanyCorporation. Voting at meetings of Securityholders stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding Securities shares of stock entitled to vote thereon which are present in person or represented by proxy at such meeting shall so determinemeeting. Directors At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be designatedsufficient to elect. All other elections and questions shall, removed and replaced as unless otherwise provided in the Agreement and Article II hereof. Other than in the case of any matter expressly set forth in the Agreement for which a higher vote may be requiredby law, the affirmative Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of shares of stock having a majority of the Securities votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Securityholdersmeeting.