{"id":41477,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-thestreet-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-thestreet-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-thestreet-com-inc.html","title":{"rendered":"By-Laws &#8211; TheStreet.com Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                                     BY-LAWS\n\n                                       OF\n\n                               THESTREET.COM, INC.\n\n                             A Delaware Corporation\n\n\n\n\n\n\n\n\n\n\n\n\n                           Effective November 5, 1999\n\n\n\n\n\n\n\n\n\n\n                                           TABLE OF CONTENTS\n\n                                                                                                \nARTICLE I - OFFICES.................................................................................1\n         Section 1.        Registered Office........................................................1\n         Section 2.        Other Offices............................................................1\n\nARTICLE II - MEETINGS OF STOCKHOLDERS...............................................................1\n         Section 1.        Place of Meetings........................................................1\n         Section 2.        Annual Meetings..........................................................1\n         Section 3.        Special Meetings.........................................................2\n         Section 4.        Quorum...................................................................2\n         Section 5.        Proxies..................................................................3\n         Section 6.        Voting...................................................................4\n         Section 7.        Nature of Business at Meetings \n                           of Stockholders..........................................................4\n         Section 8.        List of Stockholders Entitled to Vote....................................5\n         Section 9.        Stock Ledger.............................................................6\n         Section 10.       Record Date..............................................................6\n         Section 11.       Inspectors of Election...................................................7\n\nARTICLE III - DIRECTORS.............................................................................7\n         Section 1.        Number and Election of Directors.........................................7\n         Section 2.        Nomination of Directors..................................................8\n         Section 3.        Vacancies................................................................9\n         Section 4.        Duties and Powers.......................................................10\n         Section 5.        Organization............................................................10\n         Section 6.        Resignations and Removals \n                           of Directors............................................................10\n         Section 7.        Meetings................................................................11\n         Section 8.        Quorum..................................................................11\n         Section 9.        Actions of Board........................................................11\n         Section 10.       Meetings by Means of Conference   \n                           Telephone...............................................................12\n         Section 11.       Committees..............................................................12\n         Section 12.       Compensation............................................................12\n         Section 13.       Interested Directors....................................................13\n\nARTICLE IV - OFFICERS..............................................................................13\n         Section 1.        General.................................................................13\n         Section 2.        Election................................................................14\n         Section 3.        Voting Securities Owned by the Corporation..............................14\n         Section 4.        Chairman of the Board of Directors......................................14\n         Section 5.        President...............................................................15\n         Section 6.        Vice Presidents.........................................................15\n\n\n                                       i\n\n\n         Section 7.        Secretary...............................................................16\n         Section 8.        Treasurer...............................................................16\n         Section 9.        Assistant Secretaries...................................................17\n         Section 10.       Assistant Treasurers....................................................17\n         Section 11.       Other Officers..........................................................18\n\nARTICLE V - STOCK..................................................................................18\n         Section 1.        Form of Certificates....................................................18\n         Section 2.        Signatures..............................................................18\n         Section 3.        Lost, Destroyed, Stolen or Mutilated Certificates.......................18\n         Section 4.        Transfers...............................................................19\n         Section 5.        Transfer and Registry Agents............................................19\n         Section 6.        Beneficial Owners.......................................................19\n\nARTICLE VI - NOTICES...............................................................................20\n         Section 1.        Notices.................................................................20\n         Section 2.        Waivers of Notice.......................................................20\n\nARTICLE VII - GENERAL PROVISIONS...................................................................20\n         Section 1.        Dividends...............................................................20\n         Section 2.        Disbursements...........................................................21\n         Section 3.        Fiscal Year.............................................................21\n         Section 4.        Corporate Seal..........................................................21\n\nARTICLE VIII - INDEMNIFICATION.....................................................................21\n         Section 1.        Power to Indemnify in Actions, \n                           Suits or Proceedings Other than  \n                           Those by or in the Right of the  \n                           Corporation.............................................................21\n         Section 2.        Power to Indemnify in Actions,   \n                           Suits or Proceedings by or in      \n                           the Right of the Corporation............................................22\n         Section 3.        Authorization of Indemnification........................................23\n         Section 4.        Good Faith Defined......................................................23\n         Section 5.        Indemnification by a Court..............................................24\n         Section 6.        Expenses Payable in Advance.............................................24\n         Section 7.        Nonexclusivity of Indemnification \n                           and Advancement of Expenses.............................................25\n         Section 8.        Insurance...............................................................25\n         Section 9.        Certain Definitions.....................................................25\n         Section 10.       Survival of Indemnification and  \n                           Advancement of Expenses.................................................26\n         Section 11.       Limitation on Indemnification...........................................26\n         Section 12.       Indemnification of Employees and Agents.................................26\n\n\n                                       ii\n\n\nARTICLE IX - AMENDMENTS............................................................................27\n         Section 1.        Amendments..............................................................27\n         Section 2.        Entire Board of Directors...............................................27\n\n\n\n                                      iii\n\n\n\n                              AMENDED AND RESTATED\n\n                                     BY-LAWS\n\n\n                                       OF\n\n                               THESTREET.COM, INC.\n\n                     (hereinafter called the 'Corporation')\n\n\n\n                                    ARTICLE I\n                                     OFFICES\n\n                  SECTION 1. REGISTERED OFFICE. The registered office of the\nCorporation shall be in the City of Wilmington, County of New Castle, State of\nDelaware.\n\n                  SECTION 2. OTHER OFFICES. The Corporation may also have\noffices at such other places, both within and without the State of Delaware, as\nthe Board of Directors may from time to time determine.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n                  SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for\nthe election of directors or for any other purpose shall be held at such time\nand place, either within or without the State of Delaware, as shall be\ndesignated from time to time by the Board of Directors and stated in the notice\nof the meeting or in a duly executed waiver of notice thereof.\n\n                  SECTION 2. ANNUAL MEETINGS. The annual meetings of\nstockholders shall be held on such date and at such time as shall be designated\nfrom time to time by the Board of Directors and stated in the notice of the\nmeeting, at which meetings the stockholders shall elect directors, and transact\nsuch other business as may properly be brought before the meeting. Written\nnotice of the annual meeting stating the place, date and hour of\n\n\n\n\nthe meeting shall be given to each stockholder entitled to vote at such meeting\nnot less than ten nor more than sixty days before the date of the meeting.\n\n                  SECTION 3. SPECIAL MEETINGS. Unless otherwise prescribed by\nlaw or by the certificate of incorporation of the Corporation, as amended and\nrestated from time to time (the 'Certificate of Incorporation'), special\nmeetings of stockholders, for any purpose or purposes, may be called by either\n(i) the Chairman of the Board of Directors, (ii) the President, or (iii) the\nBoard of Directors in accordance with the provisions of the Certificate of\nIncorporation in effect as of the date hereof. Such request shall state the\npurpose or purposes of the proposed meeting. At a special meeting of the\nstockholders, only such business shall be conducted as shall be specified in the\nnotice of meeting (or any supplement thereto) given by or at the direction of\nthe Board of Directors. Written notice of a special meeting stating the place,\ndate and hour of the meeting and the purpose or purposes for which the meeting\nis called shall be given not less than ten nor more than sixty days before the\ndate of the meeting to each stockholder entitled to vote at such meeting.\n\n                  SECTION 4. QUORUM. Except as otherwise required by law or by\nthe Certificate of Incorporation, the holders of a majority of the capital stock\nissued and outstanding and entitled to vote thereat, present in person or\nrepresented by proxy, shall constitute a quorum at all meetings of the\nstockholders for the transaction of business. A quorum, once established, shall\nnot be broken by the withdrawal of enough votes to leave less than a quorum. If,\nhowever, such quorum shall not be present or represented at any meeting of the\nstockholders, the stockholders entitled to vote thereat, present in person or\nrepresented by proxy, shall have power to adjourn the meeting from time to time,\nwithout notice other than announcement at the meeting, until a quorum shall be\npresent or represented. At such adjourned meeting at which a quorum shall be\npresent or represented, any business may be transacted which might have been\ntransacted at the meeting as originally noticed. If the adjournment is for more\nthan thirty days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nstockholder entitled to vote at the meeting not\n\n\n\n                                       2\n\n\nless than ten nor more than sixty days before the date of the meeting.\n\n                  SECTION 5. PROXIES. Any stockholder entitled to vote may do so\nin person or by his or her proxy appointed by an instrument in writing\nsubscribed by such stockholder or by his or her attorney thereunto authorized,\ndelivered to the Secretary of the meeting; PROVIDED, HOWEVER, that no proxy\nshall be voted or acted upon after three years from its date, unless said proxy\nprovides for a longer period. Without limiting the manner in which a stockholder\nmay authorize another person or persons to act for him or her as proxy, either\nof the following shall constitute a valid means by which a stockholder may grant\nsuch authority:\n\n                  (i) A stockholder may execute a writing authorizing another\n         person or persons to act for him or her as proxy. Execution may be\n         accomplished by the stockholder or his or her authorized officer,\n         director, employee or agent signing such writing or causing his or her\n         signature to be affixed to such writing by any reasonable means,\n         including, but not limited to, by facsimile signature. \n\n                  (ii) A stockholder may authorize another person or persons to\n         act for him or her as proxy by transmitting or authorizing the\n         transmission of a telegram or other means of electronic transmission to\n         the person who will be the holder of the proxy or to a proxy\n         solicitation firm, proxy support service organization or like agent\n         duly authorized by the person who will be the holder of the proxy to\n         receive such transmission, provided that any such telegram or other\n         means of electronic transmission must either set forth or be submitted\n         with information from which it can be determined that the telegram or\n         other electronic transmission was authorized by the stockholder.\n\nAny copy, facsimile telecommunication or other reliable reproduction of the\nwriting or transmission authorizing another person or persons to act as proxy\nfor a stockholder may be substituted or used in lieu of the original writing or\ntransmission for any and all purposes for which the original writing or\ntransmission could be used; \n\n\n\n                                       3\n\n\nPROVIDED that such copy, facsimile telecommunication or other reproduction shall\nbe a complete reproduction of the entire original writing or transmission.\n\n                  SECTION 6. VOTING. At all meetings of the stockholders at\nwhich a quorum is present, except as otherwise required by law, the Certificate\nof Incorporation or these By-Laws, any question brought before any meeting of\nstockholders shall be decided by the affirmative vote of the holders of a\nmajority of the total number of votes of the capital stock present in person or\nrepresented by proxy and entitled to vote on such question, voting as a single\nclass. The Board of Directors, in its discretion, or the officer of the\nCorporation presiding at a meeting of stockholders, in his or her discretion,\nmay require that any votes cast at such meeting shall be cast by written ballot.\n\n                  SECTION 7. NATURE OF BUSINESS AT MEETINGS OF STOCKHOLDERS. No\nbusiness may be transacted at an annual meeting of stockholders, other than\nbusiness that is either (a) specified in the notice of meeting (or any\nsupplement thereto) given by or at the direction of the Board of Directors (or\nany duly authorized committee thereof), (b) otherwise properly brought before\nthe annual meeting by or at the direction of the Board of Directors (or any duly\nauthorized committee thereof) or (c) otherwise properly brought before the\nannual meeting by any stockholder of the Company (i) who is a stockholder of\nrecord on the date of the giving of the notice provided for in this Section 7\nand on the record date for the determination of stockholders entitled to vote at\nsuch annual meeting and (ii) who complies with the notice procedures set forth\nin this Section 7.\n\n                  In addition to any other applicable requirements, for business\nto be properly brought before an annual meeting by a stockholder, such\nstockholder must have given timely notice thereof in proper written form to the\nSecretary of the Company.\n\n                  To be timely, a stockholder's notice to the Secretary must be\ndelivered to or mailed and received at the principal executive offices of the\nCompany not less than sixty (60) days nor more than ninety (90) days prior to\nthe anniversary date of the immediately preceding annual meeting of\nstockholders; PROVIDED, HOWEVER, that \n\n\n\n                                       4\n\n\nin the event that the annual meeting is called for a date that is not within\nthirty (30) days before or after such anniversary date, notice by the\nstockholder in order to be timely must be so received not later than the close\nof business on the tenth (10th) day following the day on which such notice of\nthe date of the annual meeting was mailed or such public disclosure of the date\nof the annual meeting was made, whichever first occurs.\n\n                  To be in proper written form, a stockholder's notice to the\nSecretary must set forth as to each matter such stockholder proposes to bring\nbefore the annual meeting (i) a brief description of the business desired to be\nbrought before the annual meeting and the reasons for conducting such business\nat the annual meeting, (ii) the name and record address of such stockholder,\n(iii) the class or series and number of shares of capital stock of the Company\nwhich are owned beneficially or of record by such stockholder, (iv) a\ndescription of all arrangements or understandings between such stockholder and\nany other person or persons (including their names) in connection with the\nproposal of such business by such stockholder and any material interest of such\nstockholder in such business and (v) a representation that such stockholder\nintends to appear in person or by proxy at the annual meeting to bring such\nbusiness before the meeting.\n\n                  No business shall be conducted at the annual meeting of\nstockholders except business brought before the annual meeting in accordance\nwith the procedures set forth in this Section 7, PROVIDED, HOWEVER, that, once\nbusiness has been properly brought before the annual meeting in accordance with\nsuch procedures, nothing in this Section 7 shall be deemed to preclude\ndiscussion by any stockholder of any such business. If the Chairman of an annual\nmeeting determines that business was not properly brought before the annual\nmeeting in accordance with the foregoing procedures, the Chairman shall declare\nto the meeting that the business was not properly brought before the meeting and\nsuch business shall not be transacted.\n\n                  SECTION 8. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer\nof the Corporation who has charge of the stock ledger of the Corporation shall\nprepare and make, at least ten days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to\n\n\n\n                                       5\n\n\nvote at the meeting, arranged in alphabetical order, and showing the address of\neach stockholder and the number of shares registered in the name of each\nstockholder. Such list shall be open to the examination of any stockholder, for\nany purpose germane to the meeting, during ordinary business hours, for a period\nof at least ten days prior to the meeting, either at a place within the city\nwhere the meeting is to be held, which place shall be specified in the notice of\nthe meeting, or, if not so specified, at the place where the meeting is to be\nheld. The list shall also be produced and kept at the time and place of the\nmeeting during the whole time thereof, and may be inspected by any stockholder\nof the Corporation who is present.\n\n                  SECTION 9. STOCK LEDGER. The stock ledger of the Corporation\nshall be the only evidence as to who are the stockholders entitled to examine\nthe stock ledger, the list required by Section 8 of this Article II or the books\nof the Corporation, or to vote in person or by proxy at any meeting of\nstockholders.\n\n                  SECTION 10. RECORD DATE. In order that the Corporation may \ndetermine the stockholders entitled to notice of or to vote at any meeting of \nstockholders or any adjournment thereof, or entitled to receive payment of \nany dividend or other distribution or allotment of any rights, or entitled to \nexercise any rights in respect of any change, conversion or exchange of \nstock, or for the purpose of any other lawful action, the Board of Directors \nmay fix a record date, which record date shall not precede the date upon \nwhich the resolution fixing the record date is adopted by the Board of \nDirectors and which record date: (1) in the case of determination of \nstockholders entitled to vote at any meeting of stockholders or adjournment \nthereof, shall not be more than sixty nor less than ten days before the date \nof such meeting; and (2) in the case of any other action, shall not be more \nthan sixty days prior to such other action. If no record date is fixed: (1) \nthe record date for determining stockholders entitled to notice of or to vote \nat a meeting of stockholders shall be at the close of business on the day \nnext preceding the day on which notice is given, or, if notice is waived, at \nthe close of business on the day next preceding the day on which the meeting \nis held; and (2) the record date for determining stockholders for any other \npurpose shall be at the close \n\n\n                                       6\n\n\nof business on the day on which the Board of Directors adopts the resolution \nrelating thereto. A determination of stockholders of record entitled to \nnotice of or to vote at a meeting of stockholders shall apply to any \nadjournment of the meeting; PROVIDED, HOWEVER, that the Board of Directors \nmay fix a new record date for the adjourned meeting.\n\n                  SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting\nof stockholders, the Board by resolution or the Chairman or President shall\nappoint one or more inspectors of election to act at the meeting and make a\nwritten report thereof. One or more other persons may be designated as alternate\ninspectors to replace any inspector who fails to act. If no inspector or\nalternate is present, ready and willing to act at a meeting of stockholders, the\nChairman of the meeting shall appoint one or more inspectors to act at the\nmeeting. Unless otherwise required by law, inspectors may be officers, employees\nor agents of the Corporation. Each inspector, before entering upon the discharge\nof his or her duties, shall take and sign an oath faithfully to execute the\nduties of inspector with strict impartiality and according to the best of his or\nher ability. The inspector shall have the duties prescribed by law and shall\ntake charge of the polls and, when the vote is completed, shall make a\ncertificate of the result of the vote taken and of such other facts as may be\nrequired by law.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n                  SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of\nDirectors shall initially consist of eight members, which number may be changed\nfrom time to time by resolution adopted by the Board of Directors, in accordance\nwith the provisions of Article V of the Amended and Restated Certificate of\nIncorporation. Except as provided in Section 3 of this Article III, directors\nshall be elected by the stockholders at the annual meetings of stockholders, and\neach director so elected shall hold office until such director's successor is\nduly elected and qualified, or until such director's death, or until such\ndirector's earlier resignation or removal. Directors need not be stockholders.\n\n\n                                       7\n\n\n                  SECTION 2. NOMINATION OF DIRECTORS. Only persons who are\nnominated in accordance with the following procedures shall be eligible for\nelection as directors of the Company, except as may be otherwise provided in the\nCertificate of Incorporation with respect to the right of holders of preferred\nstock of the Corporation to nominate and elect a specified number of directors\nin certain circumstances. Nominations of persons for election to the Board of\nDirectors may be made at any annual meeting of stockholders, or at any special\nmeeting of stockholders called for the purpose of electing directors, (a) by or\nat the direction of the Board of Directors (or any duly authorized committee\nthereof) or (b) by any stockholder of the Company (i) who is a stockholder of\nrecord on the date of the giving of the notice provided for in this Section 2\nand on the record date for the determination of stockholders entitled to vote at\nsuch meeting and (ii) who complies with the notice procedures set forth in this\nSection 2.\n\n                  In addition to any other applicable requirements, for a\nnomination to be made by a stockholder, such stockholder must have given timely\nnotice thereof in proper written form to the Secretary of the Company.\n\n                  To be timely, a stockholder's notice to the Secretary must be\ndelivered to or mailed and received at the principal executive offices of the\nCompany (a) in the case of an annual meeting, not less than sixty (60) days nor\nmore than ninety (90) days prior to the anniversary date of the immediately\npreceding annual meeting of stockholders; PROVIDED, HOWEVER, that in the event\nthat the annual meeting is called for a date that is not within thirty (30) days\nbefore or after such anniversary date, notice by the stockholder in order to be\ntimely must be so received not later than the close of business on the tenth\n(10th) day following the day on which such notice of the date of the annual\nmeeting was mailed or such public disclosure of the date of the annual meeting\nwas made, whichever first occurs; and (b) in the case of a special meeting of\nstockholders called for the purpose of electing directors, not later than the\nclose of business on the tenth (10th) day following the day on which notice of\nthe date of the special meeting was mailed or public disclosure of the date of\nthe special meeting was made, whichever first occurs.\n\n\n                                       8\n\n\n                  To be in proper written form, a stockholder's notice to the\nSecretary must set forth (a) as to each person whom the stockholder proposes to\nnominate for election as a director (i) the name, age, business address and\nresidence address of the person, (ii) the principal occupation or employment of\nthe person, (iii) the class or series and number of shares of capital stock of\nthe Company which are owned beneficially or of record by the person and (iv) any\nother information relating to the person that would be required to be disclosed\nin a proxy statement or other filings required to be made in connection with\nsolicitations of proxies for election of directors pursuant to Section 14 of the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act'), and the rules\nand regulations promulgated thereunder; and (b) as to the stockholder giving the\nnotice (i) the name and record address of such stockholder, (ii) the class or\nseries and number of shares of capital stock of the Company which are owned\nbeneficially or of record by such stockholder, (iii) a description of all\narrangements or understandings between such stockholder and each proposed\nnominee and any other person or persons (including their names) pursuant to\nwhich the nomination(s) are to be made by such stockholder, (iv) a\nrepresentation that such stockholder intends to appear in person or by proxy at\nthe meeting to nominate the persons named in its notice and (v) any other\ninformation relating to such stockholder that would be required to be disclosed\nin a proxy statement or other filings required to be made in connection with\nsolicitations of proxies for election of directors pursuant to Section 14 of the\nExchange Act and the rules and regulations promulgated thereunder. Such notice\nmust be accompanied by a written consent of each proposed nominee to being named\nas a nominee and to serve as a director if elected.\n\n                  No person shall be eligible for election as a director of the\nCompany unless nominated in accordance with the procedures set forth in this\nSection 2. If the Chairman of the meeting determines that a nomination was not\nmade in accordance with the foregoing procedures, the Chairman shall declare to\nthe meeting that the nomination was defective and such defective nomination\nshall be disregarded.\n\n                  SECTION 3. VACANCIES. The filling of any vacancy on the Board\nof Directors that results from an \n\n\n                                       9\n\n\nincrease in the number of directors shall be governed by the Amended and\nRestated Certificate of Incorporation. Whenever the holders of any one or more\nclass or classes or series of preferred stock of the Corporation shall have the\nright, voting separately as a class, to elect directors at an annual or special\nmeeting of stockholders, the election, term of office, filling of vacancies and\nother features of such directorships shall also be governed by the Amended and\nRestated Certificate of Incorporation.\n\n                  SECTION 4. DUTIES AND POWERS. The business of the Corporation\nshall be managed by or under the direction of the Board of Directors which may\nexercise all such powers of the Corporation and do all such lawful acts and\nthings as are not by statute or by the Certificate of Incorporation or by these\nBy-Laws required to be exercised or done by the stockholders.\n\n                  SECTION 5. ORGANIZATION. At each meeting of the Board of\nDirectors, the Chairman of the Board of Directors, or, in his or her absence, a\ndirector chosen by a majority of the directors present, shall act as Chairman.\nThe Secretary of the Corporation shall act as Secretary at each meeting of the\nBoard of Directors. In case the Secretary shall be absent from any meeting of\nthe Board of Directors, an Assistant Secretary shall perform the duties of\nSecretary at such meeting; and in the absence from any such meeting of the\nSecretary and all the Assistant Secretaries, the Chairman of the meeting may\nappoint any person to act as Secretary of the meeting.\n\n                  SECTION 6. RESIGNATIONS AND REMOVALS OF DIRECTORS. Any\ndirector of the Corporation may resign at any time, by giving written notice to\nthe Chairman of the Board of Directors, the President or the Secretary of the\nCorporation. Such resignation shall take effect at the time therein specified\nor, if no time is specified, immediately; and, unless otherwise specified in\nsuch notice, the acceptance of such resignation shall not be necessary to make\nit effective. Except as otherwise required by law and subject to the rights, if\nany, of the holders of shares of preferred stock then outstanding, any director\nor the entire Board of Directors may be removed from office at any time, but\nonly for cause, and only by the affirmative vote of the holders of at least a\nmajority in \n\n\n                                       10\n\n\nvoting power of the issued and outstanding capital stock of the Corporation\nentitled to vote in the election of directors.\n\n                  SECTION 7. MEETINGS. The Board of Directors of the\nCorporation may hold meetings, both regular and special, either within or\nwithout the State of Delaware. Regular meetings of the Board of Directors may be\nheld at such time and at such place as may from time to time be determined by\nthe Board of Directors and, unless required by resolution of the Board of\nDirectors, without notice. Special meetings of the Board of Directors may be\ncalled by the Chairman of the Board of Directors, the Vice Chairman, if there be\none, or a majority of the directors then in office. Notice thereof stating the\nplace, date and hour of the meeting shall be given to each director either by\nmail not less than forty-eight (48) hours before the date of the meeting, by\ntelephone, facsimile or telegram on twenty-four (24) hours' notice, or on such\nshorter notice as the person or persons calling such meeting may deem necessary\nor appropriate in the circumstances.\n\n                  SECTION 8. QUORUM. Except as may be otherwise required by law,\nthe Certificate of Incorporation or these By-Laws, at all meetings of the Board\nof Directors, a majority of the entire Board of Directors shall constitute a\nquorum for the transaction of business and the act of a majority of the\ndirectors present at any meeting at which there is a quorum shall be the act of\nthe Board of Directors. If a quorum shall not be present at any meeting of the\nBoard of Directors, the directors present thereat may adjourn the meeting from\ntime to time, without notice other than announcement at the meeting of the time\nand place of the adjourned meeting, until a quorum shall be present.\n\n                  SECTION 9. ACTIONS OF BOARD. Unless otherwise provided by the\nCertificate of Incorporation or these By-Laws, any action required or permitted\nto be taken at any meeting of the Board of Directors or of any committee thereof\nmay be taken without a meeting, if all the members of the Board of Directors or\ncommittee, as the case may be, consent thereto in writing, and the writing or\nwritings are filed with the minutes of proceedings of the Board of Directors or\ncommittee.\n\n\n                                       11\n\n\n                  SECTION 10. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless\notherwise provided by the Certificate of Incorporation or these By-Laws, members\nof the Board of Directors of the Corporation, or any committee designated by the\nBoard of Directors, may participate in a meeting of the Board of Directors or\nsuch committee by means of a conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to this Section 10 shall\nconstitute presence in person at such meeting.\n\n                  SECTION 11. COMMITTEES. The Board of Directors may, by\nresolution passed by a majority of the entire Board of Directors, designate one\nor more committees, each committee to consist of one or more of the directors of\nthe Corporation. The Board of Directors may designate one or more directors as\nalternate members of any committee, who may replace any absent or disqualified\nmember at any meeting of any such committee. In the absence or disqualification\nof a member of a committee, and in the absence of a designation by the Board of\nDirectors of an alternate member to replace the absent or disqualified member,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or they constitute a quorum, may unanimously appoint\nanother member of the Board of Directors to act at the meeting in the place of\nany absent or disqualified member. Any committee, to the extent permitted by law\nand provided in the resolution establishing such committee, shall have and may\nexercise all the powers and authority of the Board of Directors in the\nmanagement of the business and affairs of the Corporation. Each committee shall\nkeep regular minutes and report to the Board of Directors when required.\n\n                  SECTION 12. COMPENSATION. The directors may be paid their\nexpenses, if any, of attendance at each meeting of the Board of Directors and\nmay be paid a fixed sum for attendance at each meeting of the Board of Directors\nor a stated salary, or such other emoluments as the Board of Directors shall\nfrom time to time determine. No such payment shall preclude any director from\nserving the Corporation in any other capacity and receiving compensation\ntherefor. Members of special or standing committees may be allowed like\ncompensation for attending committee meetings.\n\n\n                                       12\n\n\n                  SECTION 13. INTERESTED DIRECTORS. No contract or transaction\nbetween the Corporation and one or more of its directors or officers, or between\nthe Corporation and any other corporation, partnership, association, or other\norganization in which one or more of its directors or officers are directors or\nofficers, or have a financial interest, shall be void or voidable solely for\nthis reason, or solely because the director or officer is present at or\nparticipates in the meeting of the Board of Directors or committee thereof which\nauthorizes the contract or transaction, or solely because such person's or their\nvotes are counted for such purpose if (i) the material facts as to such person's\nor their relationship or interest and as to the contract or transaction are\ndisclosed or are known to the Board of Directors or the committee, and the Board\nof Directors or committee in good faith authorizes the contract or transaction\nby the affirmative votes of a majority of the disinterested directors, even\nthough the disinterested directors be less than a quorum; or (ii) the material\nfacts as to such person's or their relationship or interest and as to the\ncontract or transaction are disclosed or are known to the stockholders entitled\nto vote thereon, and the contract or transaction is specifically approved in\ngood faith by vote of the stockholders; or (iii) the contract or transaction is\nfair as to the Corporation as of the time it is authorized, approved or\nratified, by the Board of Directors, a committee thereof or the stockholders.\nCommon or interested directors may be counted in determining the presence of a\nquorum at a meeting of the Board of Directors or of a committee which authorizes\nthe contract or transaction.\n\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n                  SECTION 1. GENERAL. The officers of the Corporation shall be\nchosen by the Board of Directors and shall include a President, a Secretary and\na Treasurer. The Board of Directors, in its discretion, may also choose a\nChairman of the Board of Directors (who must be a director) and one or more Vice\nPresidents, Assistant Secretaries, Assistant Treasurers and other officers. Any\nnumber of offices may be held by the same person, unless otherwise prohibited by\nlaw, the Certificate of \n\n\n                                       13\n\n\nIncorporation or these By-Laws. The officers of the Corporation need not be\nstockholders of the Corporation nor, except in the case of the Chairman of the\nBoard of Directors, need such officers be directors of the Corporation.\n\n                  SECTION 2. ELECTION. The Board of Directors at its first\nmeeting held after each Annual Meeting of Stockholders shall elect the officers\nof the Corporation who shall hold their offices for such terms and shall\nexercise such powers and perform such duties as shall be determined from time to\ntime by the Board of Directors; and all officers of the Corporation shall hold\noffice until their successors are chosen and qualified, or until their earlier\nresignation or removal. Any officer elected by the Board of Directors may be\nremoved at any time by the affirmative vote of a majority of the Board of\nDirectors. Any vacancy occurring in any office of the Corporation shall be\nfilled by the Board of Directors. The salaries of all officers of the\nCorporation shall be fixed by the Board of Directors.\n\n                  SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers\nof attorney, proxies, waivers of notice of meeting, consents and other\ninstruments relating to securities owned by the Corporation may be executed in\nthe name of and on behalf of the Corporation by the President or any Vice\nPresident and any such officer may, in the name of and on behalf of the\nCorporation, take all such action as any such officer may deem advisable to vote\nin person or by proxy at any meeting of security holders of any corporation in\nwhich the Corporation may own securities and at any such meeting shall possess\nand may exercise any and all rights and power incident to the ownership of such\nsecurities and which, as the owner thereof, the Corporation might have exercised\nand possessed if present. The Board of Directors may, by resolution, from time\nto time confer like powers upon any other person or persons.\n\n                  SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. THE CHAIRMAN OF\nTHE BOARD OF DIRECTORS, IF THERE BE ONE, SHALL PRESIDE AT ALL MEETINGS OF THE\nSTOCKHOLDERS AND OF THE BOARD OF DIRECTORS. THE CHAIRMAN OF THE BOARD OF\nDIRECTORS SHALL BE DESIGNATED BY A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS.\nEXCEPT WHERE BY LAW THE SIGNATURE OF \n\n\n                                       14\n\n\nTHE PRESIDENT IS REQUIRED, THE CHAIRMAN OF THE BOARD OF DIRECTORS SHALL POSSESS\nTHE SAME POWER AS THE PRESIDENT TO SIGN ALL CONTRACTS, CERTIFICATES AND OTHER\nINSTRUMENTS OF THE CORPORATION WHICH MAY BE AUTHORIZED BY THE BOARD OF\nDIRECTORS. DURING THE ABSENCE OR DISABILITY OF THE PRESIDENT, THE CHAIRMAN OF\nTHE BOARD OF DIRECTORS SHALL EXERCISE ALL THE POWERS AND DISCHARGE ALL THE\nDUTIES OF THE PRESIDENT. THE CHAIRMAN OF THE BOARD OF DIRECTORS SHALL ALSO\nPERFORM SUCH OTHER DUTIES AND MAY EXERCISE SUCH OTHER POWERS AS FROM TIME TO\nTIME MAY BE ASSIGNED TO HIM OR HER BY THESE BY-LAWS OR BY THE BOARD OF\nDIRECTORS.\n\n                  SECTION 5. PRESIDENT. The President shall, subject to the\ncontrol of the Board of Directors and, if there be one, the Chairman of the\nBoard of Directors, have general supervision of the business of the Corporation\nand shall see that all orders and resolutions of the Board of Directors are\ncarried into effect. The President shall execute all bonds, mortgages, contracts\nand other instruments of the Corporation requiring a seal, under the seal of the\nCorporation, except where required or permitted by law to be otherwise signed\nand executed and except that the other officers of the Corporation may sign and\nexecute documents when so authorized by these By-Laws, the Board of Directors or\nthe President. In the absence or disability of the Chairman of the Board of\nDirectors, or if there be none, the President shall preside at all meetings of\nthe stockholders and the Board of Directors. If there be no Chairman of the\nBoard of Directors, the President shall be the Chief Executive Officer of the\nCorporation. The President shall also perform such other duties and may exercise\nsuch other powers as from time to time may be assigned to him or her by these\nBy-Laws or by the Board of Directors.\n\n                  SECTION 6. VICE PRESIDENTS. At the request of the President or\nin his or her absence or in the event of his or her inability or refusal to act\n(and if there be no Chairman of the Board of Directors), the Vice President or\nthe Vice Presidents if there is more than one (in the order designated by the\nBoard of Directors) shall perform the duties of the President, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe President. Each Vice President shall perform such other duties and have such\nother powers as the Board of Directors from time to time may \n\n\n                                       15\n\n\nprescribe. If there be no Chairman of the Board of Directors and no Vice\nPresident, the Board of Directors shall designate the officer of the Corporation\nwho, in the absence of the President or in the event of the inability or refusal\nof the President to act, shall perform the duties of the President, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe President.\n\n                  SECTION 7. SECRETARY. The Secretary shall attend all meetings\nof the Board of Directors and all meetings of stockholders and record all the\nproceedings thereat in a book or books to be kept for that purpose; the\nSecretary shall also perform like duties for the standing committees when\nrequired. The Secretary shall give, or cause to be given, notice of all meetings\nof the stockholders and special meetings of the Board of Directors, and shall\nperform such other duties as may be prescribed by the Board of Directors or\nPresident, under whose supervision the Secretary shall be. If the Secretary\nshall be unable or shall refuse to cause to be given notice of all meetings of\nthe stockholders and special meetings of the Board of Directors, and if there be\nno Assistant Secretary, then either the Board of Directors or the President may\nchoose another officer to cause such notice to be given. The Secretary shall\nhave custody of the seal of the Corporation and the Secretary or any Assistant\nSecretary, if there be one, shall have authority to affix the same to any\ninstrument requiring it and when so affixed, it may be attested by the signature\nof the Secretary or by the signature of any such Assistant Secretary. The Board\nof Directors may give general authority to any other officer to affix the seal\nof the Corporation and to attest the affixing by his or her signature. The\nSecretary shall see that all books, reports, statements, certificates and other\ndocuments and records required by law to be kept or filed are properly kept or\nfiled, as the case may be.\n\n                  SECTION 8. TREASURER. The Treasurer shall have the custody of\nthe corporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe Corporation in such depositories as may be designated by the Board of\nDirectors. The Treasurer shall disburse the funds of the\n\n\n                                       16\n\n\nCorporation as may be ordered by the Board of Directors, taking proper vouchers\nfor such disbursements, and shall render to the President and the Board of\nDirectors, at its regular meetings, or when the Board of Directors so requires,\nan account of all transactions as Treasurer and of the financial condition of\nthe Corporation. If required by the Board of Directors, the Treasurer shall give\nthe Corporation a bond in such sum and with such surety or sureties as shall be\nsatisfactory to the Board of Directors for the faithful performance of the\nduties of the office of Treasurer and for the restoration to the Corporation, in\ncase of the Treasurer's death, resignation, retirement or removal from office,\nof all books, papers, vouchers, money and other property of whatever kind in the\nTreasurer's possession or under control of the Treasurer belonging to the\nCorporation.\n\n                  SECTION 9. ASSISTANT SECRETARIES. Except as may be otherwise\nprovided in these By-Laws, Assistant Secretaries, if there be any, shall perform\nsuch duties and have such powers as from time to time may be assigned to them by\nthe Board of Directors, the President, any Vice President, if there be one, or\nthe Secretary, and in the absence of the Secretary or in the event of his or her\ndisability or refusal to act, shall perform the duties of the Secretary, and\nwhen so acting, shall have all the powers of and be subject to all the\nrestrictions upon the Secretary.\n\n                  SECTION 10. ASSISTANT TREASURERS. Assistant Treasurers, if\nthere be any, shall perform such duties and have such powers as from time to\ntime may be assigned to them by the Board of Directors, the President, any Vice\nPresident, if there be one, or the Treasurer, and in the absence of the\nTreasurer or in the event of the Treasurer's disability or refusal to act, shall\nperform the duties of the Treasurer, and when so acting, shall have all the\npowers of and be subject to all the restrictions upon the Treasurer. If required\nby the Board of Directors, an Assistant Treasurer shall give the Corporation a\nbond in such sum and with such surety or sureties as shall be satisfactory to\nthe Board of Directors for the faithful performance of the duties of the office\nof Assistant Treasurer and for the restoration to the Corporation, in case of\nthe Assistant Treasurer's death, resignation, retirement or removal from office,\nof all books, papers, vouchers, money and other property of \n\n\n                                       17\n\n\nwhatever kind in the Assistant Treasurer's possession or under control of the\nAssistant Treasurer belonging to the Corporation.\n\n                  SECTION 11. OTHER OFFICERS. Such other officers as the Board\nof Directors may choose shall perform such duties and have such powers as from\ntime to time may be assigned to them by the Board of Directors. The Board of\nDirectors may delegate to any other officer of the Corporation the power to\nchoose such other officers and to prescribe their respective duties and powers.\n\n\n                                   ARTICLE V\n\n                                     STOCK\n\n                  SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the\nCorporation shall be entitled to have a certificate signed, in the name of the\nCorporation, (i) by the Chairman of the Board of Directors, the President or a\nVice President and (ii) by the Treasurer or an Assistant Treasurer, or the\nSecretary or an Assistant Secretary of the Corporation, certifying the number of\nshares owned by such holder of stock in the Corporation.\n\n                  SECTION 2. SIGNATURES. Any or all of the signatures on a\ncertificate may be a facsimile. In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by the Corporation with the same effect\nas if such person were such officer, transfer agent or registrar at the date of\nissue.\n\n                  SECTION 3. LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES.\nThe Board of Directors may direct a new certificate to be issued in place of any\ncertificate theretofore issued by the Corporation alleged to have been lost,\nstolen or destroyed, upon the making of an affidavit of that fact by the person\nclaiming the certificate of stock to be lost, stolen or destroyed. When\nauthorizing such issue of a new certificate, the Board of Directors may, in its\ndiscretion and as a condition precedent to the issuance thereof, require the\nowner of such lost, stolen or destroyed certificate, or such \n\n\n                                       18\n\n\nperson's legal representative, to advertise the same in such manner as the Board\nof Directors shall require and\/or to give the Corporation a bond in such sum as\nit may direct as indemnity against any claim that may be made against the\nCorporation with respect to the certificate alleged to have been lost, stolen or\ndestroyed.\n\n                  SECTION 4. TRANSFERS. Stock of the Corporation shall be\ntransferable in the manner prescribed by law and in these By-Laws. Transfers of\nstock shall be made on the books of the Corporation only by the person named in\nthe certificate or by such person's attorney lawfully constituted in writing and\nupon the surrender of the certificate therefor, properly endorsed for transfer\nand payment of all necessary transfer taxes; PROVIDED, HOWEVER, that such\nsurrender and endorsement or payment of taxes shall not be required in any case\nin which the officers of the Corporation shall determine to waive such\nrequirement. Every certificate exchanged, returned or surrendered to the\nCorporation shall be marked 'Cancelled,' with the date of cancellation, by the\nSecretary or Assistant Secretary of the Corporation or the transfer agent\nthereof. No transfer of stock shall be valid as against the Corporation for any\npurpose until it shall have been entered in the stock records of the Corporation\nby an entry showing from and to whom transferred.\n\n                  SECTION 5. TRANSFER AND REGISTRY AGENTS. The Corporation may\nfrom time to time maintain one or more transfer offices or agencies and registry\noffices or agencies at such place or places as may be determined from time to\ntime by the Board of Directors.\n\n                  SECTION 6. BENEFICIAL OWNERS. The Corporation shall be\nentitled to recognize the exclusive right of a person registered on its books as\nthe owner of shares to receive dividends, and to vote as such owner, and to hold\nliable for calls and assessments a person registered on its books as the owner\nof shares, and shall not be bound to recognize any equitable or other claim to\nor interest in such share or shares on the part of any other person, whether or\nnot it shall have express or other notice thereof, except as otherwise provided\nby law.\n\n\n                                       19\n\n\n                                   ARTICLE VI\n\n                                     NOTICES\n\n                  SECTION 1. NOTICES. Whenever written notice is required by\nlaw, the Certificate of Incorporation or these By-Laws, to be given to any\ndirector, member of a committee or stockholder, such notice may be given by\nmail, addressed to such director, member of a committee or stockholder, at such\nperson's address as it appears on the records of the Corporation, with postage\nthereon prepaid, and such notice shall be deemed to be given at the time when\nthe same shall be deposited in the United States mail. Written notice may also\nbe given personally or by telegram, facsimile, telex or cable.\n\n                  SECTION 2. WAIVERS OF NOTICE. \n\n                  (a) Whenever any notice is required by law, the Certificate of\nIncorporation or these By-Laws, to be given to any director, member of a\ncommittee or stockholder, a waiver thereof in writing, signed, by the person or\npersons entitled to said notice, whether before or after the time stated\ntherein, shall be deemed equivalent to notice. Attendance of a person at a\nmeeting, present by person or represented by proxy, shall constitute a waiver of\nnotice of such meeting, except where the person attends the meeting for the\nexpress purpose of objecting at the beginning of the meeting to the transaction\nof any business because the meeting is not lawfully called or convened.\n\n                  (b) Neither the business to be transacted at, nor the purpose\nof, any regular or special meeting of the stockholders, directors or members of\na committee of directors need be specified in any written waiver of notice\nunless so required by law, the Certificate of Incorporation or these By-Laws.\n\n\n                                   ARTICLE VII\n\n                               GENERAL PROVISIONS\n\n                  SECTION 1. DIVIDENDS. Subject to the requirements of the GCL\nand the provisions of the Certificate of Incorporation, dividends upon the\ncapital stock of the Corporation may be declared by the Board of Directors at\nany regular or special meeting of the Board of Directors, and may be paid in\ncash, in property, or in shares of the Corporation's capital stock. Before\npayment of any \n\n\n\n                                       20\n\n\ndividend, there may be set aside out of any funds of the Corporation available\nfor dividends such sum or sums as the Board of Directors from time to time, in\nits absolute discretion, deems proper as a reserve or reserves to meet\ncontingencies, or for purchasing any of the shares of capital stock, warrants,\nrights, options, bonds, debentures, notes, scrip or other securities or\nevidences of indebtedness of the Corporation, or for equalizing dividends, or\nfor repairing or maintaining any property of the Corporation, or for any other\nproper purpose, and the Board of Directors may modify or abolish any such\nreserve.\n\n                  SECTION 2. DISBURSEMENTS. All checks or demands for money and\nnotes of the Corporation shall be signed by such officer or officers or such\nother person or persons as the Board of Directors may from time to time\ndesignate.\n\n                  SECTION 3. FISCAL YEAR. The fiscal year of the Corporation\nshall be fixed by resolution of the Board of Directors.\n\n                  SECTION 4. CORPORATE SEAL. The corporate seal shall have\ninscribed thereon the name of the Corporation, the year of its organization and\nthe words 'Corporate Seal, Delaware'. The seal may be used by causing it or a\nfacsimile thereof to be impressed or affixed or reproduced or otherwise.\n\n\n                                  ARTICLE VIII\n\n                                 INDEMNIFICATION\n\n                  SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR \nPROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject \nto Section 3 of this Article VIII, the Corporation shall indemnify any person \nwho was or is a party or is threatened to be made a party to any threatened, \npending or completed action, suit or proceeding, whether civil, criminal, \nadministrative or investigative (other than an action by or in the right of \nthe Corporation) by reason of the fact that such person is or was a director \nor officer of the Corporation, or is or was a director or officer of the \nCorporation serving at the request of the Corporation as a director or \nofficer, \n\n\n                                       21\n\n\nemployee or agent of another corporation, partnership, joint venture, trust,\nemployee benefit plan or other enterprise, against expenses (including\nattorneys' fees), judgments, fines and amounts paid in settlement actually and\nreasonably incurred by such person in connection with such action, suit or\nproceeding if such person acted in good faith and in a manner such person\nreasonably believed to be in or not opposed to the best interests of the\nCorporation, and, with respect to any criminal action or proceeding, such person\nhad no reasonable cause to believe his or her conduct was unlawful. The\ntermination of any action, suit or proceeding by judgment, order, settlement,\nconviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of\nitself, create a presumption that such person did not act in good faith and in a\nmanner which such person reasonably believed to be in or not opposed to the best\ninterests of the Corporation, and, with respect to any criminal action or\nproceeding, had reasonable cause to believe that his or her conduct was\nunlawful.\n\n                  SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR \nPROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of \nthis Article VIII, the Corporation shall indemnify any person who was or is a \nparty or is threatened to be made a party to any threatened, pending or \ncompleted action or suit by or in the right of the Corporation to procure a \njudgment in its favor by reason of the fact that such person is or was a \ndirector or officer of the Corporation, or is or was a director or officer of \nthe Corporation serving at the request of the Corporation as a director, \nofficer, employee or agent of another corporation, partnership, joint \nventure, trust, employee benefit plan or other enterprise, against expenses \n(including attorneys' fees) actually and reasonably incurred by such person \nin connection with the defense or settlement of such action or suit if such \nperson acted in good faith and in a manner such person reasonably believed to \nbe in or not opposed to the best interests of the Corporation; except that no \nindemnification shall be made in respect of any claim, issue or matter as to \nwhich such person shall have been adjudged to be liable to the Corporation \nunless and only to the extent that the Court of Chancery or the court in \nwhich such action or suit was brought shall determine upon application that, \ndespite the adjudication of liability but in view of all the circumstances of \nthe case, \n\n\n                                       22\n\n\nsuch person is fairly and reasonably entitled to indemnity for such expenses\nwhich the Court of Chancery or such other court shall deem proper.\n\n                  SECTION 3. AUTHORIZATION OF INDEMNIFICATION. Any\nindemnification under this Article VIII (unless ordered by a court) shall be\nmade by the Corporation only as authorized in the specific case upon a\ndetermination that indemnification of the director or officer is proper in the\ncircumstances because such person has met the applicable standard of conduct set\nforth in Section 1 or Section 2 of this Article VIII, as the case may be. Such\ndetermination shall be made (i) by a majority vote of the directors who are not\nparties to such action, suit or proceeding, even though less than a quorum, or\n(ii) if there are no such directors, or if such directors so direct, by\nindependent legal counsel in a written opinion, or (iii) by the stockholders. To\nthe extent, however, that a director or officer of the Corporation has been\nsuccessful on the merits or otherwise in defense of any action, suit or\nproceeding described above, or in defense of any claim, issue or matter therein,\nsuch person shall be indemnified against expenses (including attorneys' fees)\nactually and reasonably incurred by such person in connection therewith, without\nthe necessity of authorization in the specific case.\n\n                  SECTION 4. GOOD FAITH DEFINED. For purposes of any\ndetermination under Section 3 of this Article VIII, a person shall be deemed to\nhave acted in good faith and in a manner such person reasonably believed to be\nin or not opposed to the best interests of the Corporation, or, with respect to\nany criminal action or proceeding, to have had no reasonable cause to believe\nhis or her conduct was unlawful, if such person's action is based on the records\nor books of account of the Corporation or another enterprise, or on information\nsupplied to such person by the officers of the Corporation or another enterprise\nin the course of their duties, or on the advice of legal counsel for the\nCorporation or another enterprise or on information or records given or reports\nmade to the Corporation or another enterprise by an independent certified public\naccountant or by an appraiser or other expert selected with reasonable care by\nthe Corporation or another enterprise. The term 'another enterprise' as used in\nthis Section 4 shall mean any other corporation or any partnership, joint\nventure, \n\n\n                                       23\n\n\ntrust, employee benefit plan or other enterprise of which such person is or was\nserving at the request of the Corporation as a director, officer, employee or\nagent. The provisions of this Section 4 shall not be deemed to be exclusive or\nto limit in any way the circumstances in which a person may be deemed to have\nmet the applicable standard of conduct set forth in Section 1 or 2 of this\nArticle VIII, as the case may be.\n\n                  SECTION 5. INDEMNIFICATION BY A COURT. Notwithstanding any\ncontrary determination in the specific case under Section 3 of this Article\nVIII, and notwithstanding the absence of any determination thereunder, any\ndirector or officer may apply to the Court of Chancery of the State of Delaware\nor any other court of competent jurisdiction in the State of Delaware for\nindemnification to the extent otherwise permissible under Sections 1 and 2 of\nthis Article VIII. The basis of such indemnification by a court shall be a\ndetermination by such court that indemnification of the director or officer is\nproper in the circumstances because such person has met the applicable standards\nof conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.\nNeither a contrary determination in the specific case under Section 3 of this\nArticle VIII nor the absence of any determination thereunder shall be a defense\nto such application or create a presumption that the director or officer seeking\nindemnification has not met any applicable standard of conduct. Notice of any\napplication for indemnification pursuant to this Section 5 shall be given to the\nCorporation promptly upon the filing of such application. If successful, in\nwhole or in part, the director or officer seeking indemnification shall also be\nentitled to be paid the expense of prosecuting such application.\n\n                  SECTION 6. EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a\ndirector or officer in defending or investigating a threatened or pending\naction, suit or proceeding shall be paid by the Corporation in advance of the\nfinal disposition of such action, suit or proceeding upon receipt of an\nundertaking by or on behalf of such director or officer to repay such amount if\nit shall ultimately be determined that such person is not entitled to be\nindemnified by the Corporation as authorized in this Article VIII.\n\n                  SECTION 7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT\nOF EXPENSES. The indemnification and ad-\n\n\n                                       24\n\n\nvancement of expenses provided by or granted pursuant to this Article VIII shall\nnot be deemed exclusive of any other rights to which those seeking\nindemnification or advancement of expenses may be entitled under the Certificate\nof Incorporation or any By-Law, agreement, contract, vote of stockholders or\ndisinterested directors or pursuant to the direction (howsoever embodied) of any\ncourt of competent jurisdiction or otherwise, both as to action in such person's\nofficial capacity and as to action in another capacity while holding such\noffice, it being the policy of the Corporation that indemnification of the\npersons specified in Sections 1 and 2 of this Article VIII shall be made to the\nfullest extent permitted by law. The provisions of this Article VIII shall not\nbe deemed to preclude the indemnification of any person who is not specified in\nSection 1 or 2 of this Article VIII but whom the Corporation has the power or\nobligation to indemnify under the provisions of the GCL, or otherwise.\n\n                  SECTION 8. INSURANCE. The Corporation may purchase and\nmaintain insurance on behalf of any person who is or was a director or officer\nof the Corporation, or is or was a director or officer of the Corporation\nserving at the request of the Corporation as a director, officer, employee or\nagent of another corporation, partnership, joint venture, trust, employee\nbenefit plan or other enterprise against any liability asserted against such\nperson and incurred by such person in any such capacity, or arising out of such\nperson's status as such, whether or not the Corporation would have the power or\nthe obligation to indemnify such person against such liability under the\nprovisions of this Article VIII.\n\n                  SECTION 9. CERTAIN DEFINITIONS. For purposes of this Article\nVIII, references to 'the Corporation' shall include, in addition to the\nresulting corporation, any constituent corporation (including any constituent of\na constituent) absorbed in a consolidation or merger which, if its separate\nexistence had continued, would have had power and authority to indemnify its\ndirectors or officers, so that any person who is or was a director or officer of\nsuch constituent corporation, or is or was a director or officer of such\nconstituent corporation serving at the request of such constituent corporation\nas a director, officer, employee or agent of another corporation, partnership,\njoint venture, trust, employee \n\n\n                                       25\n\n\nbenefit plan or other enterprise, shall stand in the same position under the\nprovisions of this Article VIII with respect to the resulting or surviving\ncorporation as such person would have with respect to such constituent\ncorporation if its separate existence had continued. For purposes of this\nArticle VIII, references to 'fines' shall include any excise taxes assessed on a\nperson with respect to an employee benefit plan; and references to 'serving at\nthe request of the Corporation' shall include any service as a director,\nofficer, employee or agent of the Corporation which imposes duties on, or\ninvolves services by, such director or officer with respect to an employee\nbenefit plan, its participants or beneficiaries; and a person who acted in good\nfaith and in a manner such person reasonably believed to be in the interest of\nthe participants and beneficiaries of an employee benefit plan shall be deemed\nto have acted in a manner 'not opposed to the best interests of the Corporation'\nas referred to in this Article VIII.\n\n                  SECTION 10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF\nEXPENSES. The indemnification and advancement of expenses provided by, or\ngranted pursuant to, this Article VIII shall, unless otherwise provided when\nauthorized or ratified, continue as to a person who has ceased to be a director\nor officer and shall inure to the benefit of the heirs, executors and\nadministrators of such a person.\n\n                  SECTION 11. LIMITATION ON INDEMNIFICATION. Notwithstanding\nanything contained in this Article VIII to the contrary, except for proceedings\nto enforce rights to indemnification (which shall be governed by Section 5\nhereof), the Corporation shall not be obligated to indemnify any director or\nofficer (or his or her heirs, executors or personal or legal representatives) or\nadvance expenses in connection with a proceeding (or part thereof) initiated by\nsuch person unless such proceeding (or part thereof) was authorized or consented\nto by the Board of Directors of the Corporation.\n\n                  SECTION 12. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The\nCorporation may, to the extent authorized from time to time by the Board of\nDirectors, provide rights to indemnification and to the advancement of expenses\nto employees and agents of the Corporation\n\n\n                                       26\n\n\nsimilar to those conferred in this Article VIII to directors and officers of the\nCorporation.\n\n\n                                   ARTICLE IX\n\n                                   AMENDMENTS\n\n                  SECTION 1. AMENDMENTS. These By-Laws may be altered, amended\nor repealed, in whole or in part, or new By-Laws may be adopted by the Board of\nDirectors or by the stockholders as provided in the Certificate of\nIncorporation.\n\n                  SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article\nIX and in these By-Laws generally, the term 'entire Board of Directors' means\nthe total number of directors which the Corporation would have if there were no\nvacancies.\n\n\n                                       27\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9045],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9573,9574],"class_list":["post-41477","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-the-streetcom","corporate_contracts_industries-media__other","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41477","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41477"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41477"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41477"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41477"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}