Common use of Voting; Proxies Clause in Contracts

Voting; Proxies. Each shareholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote shall be entitled to one vote for each share of capital stock registered in his or her name on the transfer books or records of the Corporation. Each shareholder entitled to vote may authorize another person or persons to act for him or her by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy bearing a later date. If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a vote of the holders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the election.

Voting; Proxies. Each shareholder Subject to the provisions of the Trust Instrument, Shareholders entitled to vote at any meeting may vote either in person or by proxy, provided that either (i) an instrument authorizing such proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (ii) an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act, which authorization is received not more than eleven (11) months before the meeting. Unless otherwise specified in Proxies shall be delivered to the Certificate of Incorporation or in a resolution, or resolutions, Secretary of the Board providing Trust or other person responsible for recording the issuance of preferred stock, each shareholder entitled to vote shall be entitled to one vote for each share of capital stock registered in his or her name on the transfer books or records of the Corporation. Each shareholder entitled to vote may authorize another person or persons to act for him or her by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary proceedings before being voted. No A proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy bearing a later date. If ownership of a share of voting stock of the Corporation stands with respect to Sxxxxx held in the name of two or more persons, in persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the absence of Trust receives a specific written directions notice to the Corporation contrary from any one of them. If any Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the contrary, any one legal control of another person as regards the control or more management of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the Shareholder’s shares, or a beneficiary, if any, such Shareholder’s shares may apply to the Court of Chancery be voted by such guardian or such other court as person appointed or having control, and such vote may have jurisdiction be given in person or by proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to appoint an additional person vote at any adjournment of a meeting. A proxy purporting to act with the persons so voting the shares, which be exercised by or on behalf of a Shareholder shall then be voted as determined by a majority of such persons deemed valid unless challenged at or prior to its exercise and the person appointed burden of proving invalidity shall rest on the challenger. At all meetings of the Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the CourtChairman of the meeting. Except for the election of directors or as otherwise provided by law, herein or in the Certificate of Incorporation or these Bylaws, at all meetings of shareholdersTrust Instrument, all matters relating to the giving, voting or validity of proxies shall be determined governed by a vote the General Corporation Law of the holders State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the electionDelaware corporation.

Voting; Proxies. Each shareholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified provided in the Certificate of Incorporation or in a resolutionIncorporation, or resolutions, every stockholder of the Board providing for the issuance of preferred stock, each shareholder entitled to vote record shall be entitled at every meeting of stockholders to one vote for each share of capital stock registered standing in his or her name on the transfer books record of stockholders determined in accordance with Section 2.4 hereof. If the Certificate of Incorporation provides for more or records less than one vote for any share on any matter, each reference in the Bylaws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the Corporationvotes of such stock. Each shareholder The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. Holders of redeemable shares of stock are not entitled to vote after the notice of redemption is mailed to such holders and a sum sufficient to redeem the stocks has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares of stock. At any meeting of stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by statute or by the Certificate of Incorporation or by these Bylaws, shall be decided by a majority of the votes cast affirmatively or negatively on any such matter at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken. All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any stockholder entitled to vote, the voting shall be by ballot. Each ballot shall be signed by the stockholder voting or the stockholder's proxy and shall state the number of shares voted. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, The validity and shall be filed with the Secretary before being voted. No enforceability of any proxy shall be valid after three (3) years from determined in accordance with Section 212 of the date of its execution unless otherwise provided General Corporation Law. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy. The attendance at any meeting proxy or by a shareholder who shall have previously given delivering a proxy in accordance with applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy law bearing a later date. If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions date to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a vote of the holders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the electionSecretary.

Voting; Proxies. Each shareholder Subject to the provisions of the Trust Instrument, Shareholders entitled to vote at any meeting may vote either in person or by proxy, provided that either (i) an instrument authorizing such proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period or (ii) an electronic, telephonic, computerized or other alternative to execution of a written instrument authorizing the proxy to act, which authorization is received not more than eleven (11) months before the meeting. Unless otherwise specified in Proxies shall be delivered to the Certificate of Incorporation or in a resolution, or resolutions, Secretary of the Board providing Trust or other person responsible for recording the issuance of preferred stock, each shareholder entitled to vote shall be entitled to one vote for each share of capital stock registered in his or her name on the transfer books or records of the Corporation. Each shareholder entitled to vote may authorize another person or persons to act for him or her by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary proceedings before being voted. No A proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy bearing a later date. If ownership of a share of voting stock of the Corporation stands with respect to Xxxxxx held in the name of two or more persons, in persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the absence of Trust receives a specific written directions notice to the Corporation contrary from any one of them. If any Shareholder is a minor or a person of unsound mind, and subject to guardianship or to the contrary, any one legal control of another person as regards the control or more management of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the Shareholder’s shares, or a beneficiary, if any, such Shareholder’s shares may apply to the Court of Chancery be voted by such guardian or such other court as person appointed or having control, and such vote may have jurisdiction be given in person or by proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to appoint an additional person vote at any adjournment of a meeting. A proxy purporting to act with the persons so voting the shares, which be exercised by or on behalf of a Shareholder shall then be voted as determined by a majority of such persons deemed valid unless challenged at or prior to its exercise and the person appointed burden of proving invalidity shall rest on the challenger. At all meetings of the Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the CourtChairman of the meeting. Except for the election of directors or as otherwise provided by law, herein or in the Certificate of Incorporation or these Bylaws, at all meetings of shareholdersTrust Instrument, all matters relating to the giving, voting or validity of proxies shall be determined governed by a vote the General Corporation Law of the holders State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the electionDelaware corporation.

Voting; Proxies. Each shareholder Unless otherwise provided in the Certificate of Incorporation, every Stockholder entitled to vote at any every meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote Stockholders shall be entitled to one vote for each share of stock held by such Stockholder which has voting power upon the matter in question. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, each reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock registered in his or her name on may be voted and the transfer books or records of the Corporation. Each shareholder persons, if any, entitled to vote such shares; but the Corporation shall be protected in assuming that the persons in whose names shares of capital stock stand on the stock ledger of the Corporation are entitled to vote such shares. At any meeting of Stockholders (at which a quorum was present to organize the meeting), all matters, except as otherwise provided by applicable law, pursuant to any regulation applicable to the Corporation or its securities or by the Certificate of Incorporation or by these By-laws, shall be decided by the affirmative vote of a majority in voting power of shares 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 such Directors. Except as otherwise provided by the Certificate of Incorporation, each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her such Stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, The validity and shall be filed with the Secretary before being voted. No enforceability of any proxy shall be valid after three (3) years from determined in accordance with Section 212 of the date of its execution unless otherwise provided General Corporation Law. A Stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the proxy. The attendance at any meeting Secretary an instrument in writing revoking the proxy or by a shareholder who shall have previously given delivering a proxy in accordance with applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy law bearing a later date. If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions date to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a vote of the holders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the electionSecretary.

Voting; Proxies. Each shareholder Except as otherwise provided by applicable law or by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one (1) vote for each share of capital stock registered in his or her name on the transfer books or records of the CorporationCorporation held by such stockholder which has voting power upon the matter in question. Each shareholder stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting, if any, may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of its execution unless otherwise provided in the proxy. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed new proxy bearing a later date. If ownership Voting at meetings of a share stockholders need not be by written ballot. At all meetings of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except stockholders for the election of directors or (other than Class Directors and/or Preferred Directors (as otherwise provided by law, the Certificate of Incorporation or these Bylawseach term is defined below)), at all meetings of shareholderswhich a quorum is present, all matters shall be determined by a vote of the holders of a majority of the votes cast shall be sufficient to elect; provided, however, that at any meeting of stockholders held for the election of directors (other than Class Directors and/or Preferred Directors) at which a quorum is present, and one or more stockholders have (a) nominated one or more individuals to the Board of Directors in compliance with Section 1.13 of these Bylaws, such that the nominees for election to the Board of Directors exceeds the number of votes eligible open seats, and (b) not withdrawn such Nomination or Nominations on or prior to be cast by the holders of tenth (10th) day preceding the outstanding shares of capital stock of date on which the Corporation present and entitled first gives notice of such meeting to vote thereat. Directors shallstockholders, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled shall be sufficient to vote elect. When a quorum is present at a any meeting of shareholdersstockholders, present and entitled all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote in of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of these Bylaws, a “majority of the votes cast” means that the number of votes cast “for” a nominee, question or business exceeds the number of votes cast “against” such nominee, question or business.

Voting; Proxies. Each shareholder Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one vote for each share of capital stock registered held by him which has voting power upon the matter in his or her name on the transfer books or records of the Corporationquestion. Each shareholder stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy dated and delivered by mail, courier or her other delivery service, telephone, telecopier or any other form of electronic transmission permitted by proxy. All proxies shall be in writinglaw, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date of its execution unless otherwise provided in the proxyproxy provides for a longer period. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any 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. A stockholder may revoke any proxy which is not revoked irrevocable by attending the meeting and voting in full force and effect until it receives a duly executed person or by filing an instrument in writing revoking it, the proxy or a another duly executed proxy bearing a later date. If ownership of a share of voting stock date with the Secretary of the Corporation stands in the name corporation. At all meetings of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except stockholders held for the election of directors a plurality of the votes cast shall be sufficient to elect. If a ballot is used in the election of directors, such requirement of a written ballot shall, if authorized by the Board of Directors, be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or as be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder. Unless otherwise provided by law, the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, at all meetings of shareholders, in all matters shall be determined by a other than the election of directors, the affirmative vote of the holders of a majority of shares present in person or represented by proxy at the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present meeting and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or on the Certificate of Incorporation, subject matter shall be elected by a plurality the act of the votes cast by each class stockholders. Any copy, facsimile telecommunication or other reliable reproduction of shares entitled the writing or transmission created pursuant to vote at this Section 1.9 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or reproduction shall be a meeting complete reproduction of shareholders, present and entitled to vote in the electionentire original writing or transmission.

Voting; Proxies. Each shareholder Unless otherwise provided in the certificate of incorporation or the Governance Agreement, by and among the Corporation, Angiotech Pharmaceuticals, Inc., and certain stockholders of the Corporation party thereto (as amended, modified or supplemented, the “Governance Agreement”), each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one vote for each share of capital stock registered held by such stockholder which has voting power upon the matter in his or her name on the transfer books or records of the Corporationquestion. Each shareholder stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date of its execution unless otherwise provided in the proxyproxy provides for a longer period. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any 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 stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not revoked irrevocable by attending the meeting and voting in full force and effect until it receives a duly executed person or by filing an instrument in writing revoking it, the proxy or a another duly executed proxy bearing a later date. If ownership of a share of voting stock date with the Secretary of the Corporation stands in Corporation. Voting at meetings of stockholders need not be by written ballot unless the name holders of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such the outstanding shares of all classes of stock and entitled to vote thereon present in person or represented by proxy at such meetingmeeting shall so determine. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which Directors shall then be voted as determined elected by a majority plurality of such persons the votes of the shares present in person or represented by proxy at the meeting and the person appointed by the Court. Except for entitled to vote on the election of directors or as directors. In all other matters, unless otherwise provided by lawlaw or by the certificate of incorporation or these bylaws, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a affirmative vote of the holders of a majority of the number of votes eligible to be cast shares present in person or represented by proxy at the holders of the outstanding shares of capital stock of the Corporation present meeting and entitled to vote thereaton the subject matter shall be the act of the stockholders. Directors shallWhere 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 required provided by law, law or by the certificate of incorporation or these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the electionbylaws.

Voting; Proxies. Each shareholder Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one vote for each share of capital stock registered held by such stockholder that has voting power upon the matter in his or her name on the transfer books or records of the Corporationquestion. Each shareholder stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date of its execution unless otherwise provided in the proxyproxy provides for a longer period. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any 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. A stockholder may revoke any proxy that is not revoked irrevocable by attending the meeting and voting in full force and effect until it receives a duly executed person or by filing an instrument in writing revoking it, the proxy or a another duly executed proxy bearing a later date. If ownership of a share of voting stock date with the Secretary of the Corporation stands in Corporation. Voting at meetings of stockholders need not be by written ballot. Directors shall be elected by a plurality of the name of two or more persons, in the absence of written directions votes entitled to the Corporation to the contrary, any one or more of such shareholders may be cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons stockholders who are present in whose names shares of stock stand, person or represented by proxy at the meeting and entitled to vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as directors. All other elections and questions shall, unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined decided by a vote of the holders of a majority of the number of votes eligible entitled to be cast by the holders stockholders who are present in person or represented by proxy at the meeting and entitled to vote. In the case of a matter submitted for a vote of the outstanding shares stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of The Nasdaq Stock Market or any other exchange or quotation system on which the capital stock of the Corporation present and entitled to vote thereat. Directors shallis quoted or traded, except the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as otherwise required amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended (the “Code”), in each case for which no higher voting requirement is specified by lawthe Delaware General Corporation Law, these Bylaws or as amended (the “DGCL”), the Certificate of IncorporationIncorporation or these Bylaws, the vote required for approval shall be elected by a plurality of the votes cast by each class of shares entitled to requisite vote at a meeting of shareholdersspecified in such stockholder approval policy, present and entitled to vote in Rule 16b-3 or Code provision, as the electioncase may be (or the highest such requirement if more than one is applicable).

Voting; Proxies. Each shareholder Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one (1) vote for each share of capital stock registered in his or her name on the transfer books or records of the CorporationCorporation held by such stockholder which has voting power upon the matter in question. Each shareholder stockholder entitled to vote at a meeting of stockholders or to consent to corporate action without a meeting (where permitted by or pursuant to the provisions of the Certificate of Incorporation) may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of its execution unless otherwise provided in the proxy. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed new proxy bearing a later date. If ownership Voting at meetings of a share stockholders need not be by written ballot. At all meetings of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except stockholders for the election of directors or (other than Class/Series Directors (as otherwise provided by lawdefined below)) at which a quorum is present, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a vote of the holders of a majority of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote thereat. Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled shall be sufficient to vote elect. When a quorum is present at a any meeting of shareholdersstockholders, present and entitled all other elections, questions or business presented to the stockholders at such meeting shall be decided by the affirmative vote in of a majority of votes cast with respect to any such election, question or business presented to the stockholders unless the election, question or business is one which, by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, any regulation applicable to the Corporation or its securities or the laws of the State of Delaware, a vote of a different number or voting by class or series is required, in which case, such express provision shall govern. For purposes of this Section 1.7, a “majority of votes cast” means that the number of votes cast “for” a question or business exceeds the number of votes cast “against” such question or business.

Voting; Proxies. Each shareholder Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one vote for each share of capital stock registered held by such stockholder which has voting power upon the matter in his or her name on the transfer books or records of the Corporationquestion. Each shareholder stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be proxy in writingany manner provided by applicable law, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of its execution unless otherwise provided in the proxy. The attendance at any meeting by Corporation a shareholder who shall have previously given a revocation of the proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed new proxy bearing a later date. If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes Unless required by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these Bylawsapplicable law, at all meetings or determined by the chairman of shareholdersthe meeting to be advisable, all matters the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be determined signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the number of votes eligible to be cast by the holders voting power of the outstanding shares of capital stock of the Corporation present in person or represented by proxy and entitled to vote thereat. Directors shallon the subject matter shall decide any question brought before such meeting, except as otherwise required unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Certificate of Incorporation or of these Bylaws or Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject to the Certificate of Incorporation, all elections of directors shall be elected determined by a plurality of the votes cast in respect of the shares of stock present in person or represented by each class of shares entitled to vote proxy at a the meeting of shareholders, present and entitled to vote in on the electionelection of directors.

Voting; Proxies. Each shareholder Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting may vote either in person or by proxy. Unless otherwise specified in the Certificate of Incorporation or in a resolution, or resolutions, of the Board providing for the issuance of preferred stock, each shareholder entitled to vote stockholders shall be entitled to one vote for each share of capital stock registered held by such stockholder that has voting power upon the matter in his or her name on the transfer books or records of the Corporationquestion. Each shareholder stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her such stockholder by proxy. All proxies shall be in writing, signed by the shareholder or by his or her duly authorized attorney-in-fact, and shall be filed with the Secretary before being voted. No but no such proxy shall be valid voted or acted upon after three (3) years from its date, unless the date of its execution unless otherwise provided in the proxyproxy provides for a longer period. The attendance at any meeting by a shareholder who shall have previously given a proxy applicable thereto shall not, as such, have the effect of revoking the proxy. The Corporation may treat any 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. A stockholder may revoke any proxy that is not revoked irrevocable by attending the meeting and voting in full force and effect until it receives a duly executed person or by filing an instrument in writing revoking it, the proxy or a another duly executed proxy bearing a later date. If ownership of a share of voting stock date with the Secretary of the Corporation stands in Corporation. Voting at meetings of stockholders need not be by written ballot. Directors shall be elected by a plurality of the name of two or more persons, in the absence of written directions votes entitled to the Corporation to the contrary, any one or more of such shareholders may be cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes by the several persons stockholders who are present in whose names shares of stock stand, person or represented by proxy at the meeting and entitled to vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present at such meeting. If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the Court. Except for the election of directors or as directors. All other elections and questions shall, unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined decided by a vote of the holders of a majority of the number of votes eligible entitled to be cast by the holders stockholders who are present in person or represented by proxy at the meeting and entitled to vote. In the case of a matter submitted for a vote of the outstanding shares stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of the Nasdaq Stock Market or any other exchange or quotation system on which the capital stock of the Corporation present and entitled to vote thereat. Directors shallis quoted or traded, except the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as otherwise required amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended (the “Code”), in each case for which no higher voting requirement is specified by lawthe DGCL, these Bylaws or the Certificate of IncorporationIncorporation or these Bylaws, the vote required for approval shall be elected by a plurality of the votes cast by each class of shares entitled to requisite vote at a meeting of shareholdersspecified in such stockholder approval policy, present and entitled to vote in Rule 16b-3 or Code provision, as the electioncase may be (or the highest such requirement if more than one is applicable).