{"id":41542,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-macrovision-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-macrovision-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-macrovision-corp.html","title":{"rendered":"Bylaws &#8211; Macrovision Corp."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                                     BYLAWS\n\n                                       OF\n\n                             MACROVISION CORPORATION\n\nAmended on October 27, 2000\n\n\n\n                         AMENDED AND RESTATED BYLAWS OF\n                             MACROVISION CORPORATION\n\n                                TABLE OF CONTENTS\n\n                                                                          Page\n                                                                         ------\n\nARTICLE I - OFFICES....................................................    1\n\n      1.01  Principal Office...........................................    1\n      1.02  Other Offices..............................................    1\n\nARTICLE II - MEETINGS OF SHAREHOLDERS..................................    1\n\n      2.01  Place of Meetings..........................................    1\n      2.02  Annual Meetings of Stockholders............................    1\n      2.03  Special Meetings...........................................    3\n      2.04  Notice of Stockholders' Meetings...........................    3\n      2.05  Manner of Giving Notice; Affidavit of Notice...............    4\n      2.06  Quorum.....................................................    4\n      2.07  Adjourned Meeting and Notice Thereof.......................    4\n      2.08  Voting.....................................................    5\n      2.09  Waiver of Notice or Consent by Absent Stockholders.........    5\n      2.10  Stockholder Action by Written Consent Without a Meeting ...    5\n      2.11  Record Date for Stockholder Notice, Voting and Giving\n             Consents..................................................    6\n      2.12  Proxies....................................................    6\n      2.13  Inspectors of Election.....................................    6\n\nARTICLE III - DIRECTORS................................................    7\n\n      3.01  Powers.....................................................    7\n      3.02  Number and Qualification of Directors......................    8\n      3.03  Election and Term of Office of Directors...................    8\n      3.04  Vacancies..................................................    8\n      3.05  Place of Meetings and Telephonic Meetings..................    9\n      3.06  Annual Meetings............................................    9\n      3.07  Other Regular Meetings.....................................    9\n      3.08  Special Meetings...........................................    9\n      3.09  Quorum.....................................................    10\n      3.10  Waiver of Notice...........................................    10\n      3.11  Adjournment................................................    10\n      3.12  Notice of Adjournment......................................    10\n      3.13  Action Without Meeting.....................................    10\n      3.14  Fees and Compensation of Directors.........................    10\n\nARTICLE IV - COMMITTEES ...............................................    11\n      4.01  Committees of Directors....................................    11\n      4.02  Meetings and Action of Committees..........................    11\n\nARTICLE V - OFFICERS ..................................................    12\n\n      5.01  Officers...................................................    12\n      5.02  Election of Officers.......................................    12\n      5.03  Subordinate Officers, Etc..................................    12\n      5.04  Removal and Resignation of Officers........................    12\n      5.05  Vacancies in Offices.......................................    12\n      5.06  Chairman of the Board......................................    12\n      5.07  President..................................................    13\n      5.08  Vice Presidents............................................    13\n      5.09  Secretary..................................................    13\n      5.10  Chief Financial Officer....................................    14\n\nARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS,\n              EMPLOYEES AND OTHER AGENTS...............................    14\n\n      6.01  Agents, Proceedings and Expenses...........................    14\n      6.02  Actions Other Than by the Corporation......................    14\n      6.03  Actions by the Corporation.................................    15\n      6.04  Successful Defense by Agent................................    15\n      6.05  Required Approval..........................................    16\n      6.06  Advance of Expenses........................................    17\n      6.07  Other Contractual Rights...................................    17\n      6.08  Limitations................................................    18\n      6.09  Insurance..................................................    18\n      6.10  Fiduciaries of Corporate Employee Benefit Plans............    18\n      6.11  Other Indemnification......................................    18\n\nARTICLE VII - RECORDS AND REPORTS .....................................    19\n\n      7.01  Maintenance and Inspection of Share Register...............    19\n      7.02  Maintenance and Inspection of Bylaws.......................    19\n      7.03  Maintenance and Inspection of Other Corporate Records......    19\n      7.04  Inspection by Directors....................................    19\n      7.05  Annual Report to Stockholders..............................    19\n\nARTICLE VIII - GENERAL CORPORATE MATTERS ..............................    20\n\n      8.01  Record Date for Purposes Other Than Notice and Voting......    20\n      8.02  Checks, Drafts, Evidences of Indebtedness..................    20\n      8.03  Corporate Contracts and Instruments; How Executed..........    20\n      8.04  Certificates for Shares....................................    20\n      8.05  Lost Certificates..........................................    21\n      8.06  Representation of Shares of Other Corporations.............    21\n      8.07  Construction and Definitions...............................    21\n\nARTICLE IX - AMENDMENTS ...............................................    21\n\n\n\n                                  CONFIDENTIAL\n                              AMENDED AND RESTATED\n                                     BYLAWS\n                                       OF\n                             MACROVISION CORPORATION\n\n                                    ARTICLE I\n                                     OFFICES\n\n      1.01 Principal Office. The Board of Directors shall fix the location of\nthe principal executive office of the corporation at any place within or outside\nthe State of Delaware.\n\n      1.02 Other Offices. The Board of Directors may at any time establish\nbranch or subordinate offices at any place or places where the corporation is\nqualified to do business.\n\n                                   ARTICLE II\n                            MEETINGS OF STOCKHOLDERS\n\n      2.01 Place of Meetings. Meetings of stockholders shall be held at any\nplace within or outside the State of Delaware designated by the Board of\nDirectors. In the absence of any such designation, stockholders' meetings shall\nbe held at the principal executive office of the corporation.\n\n      2.02 Annual Meetings of Stockholders. The annual meeting of stockholders\nshall be held each year on a date and at a time designated by the Board of\nDirectors. At each annual meeting, directors shall be elected, and any other\nproper business may be transacted.\n\n            At an annual meeting of the stockholders, only such business shall\nbe conducted as shall have been properly brought before the meeting. To be\nproperly brought before an annual meeting, business must be: (a) specified in\nthe notice of meeting (or any supplement thereto) given by or at the direction\nof the Board of Directors, (b) otherwise properly brought before the meeting by\nor at the direction of the Board of Directors, or (c) otherwise properly brought\nbefore the meeting by a stockholder. For business to be properly brought before\nan annual meeting by a stockholder, the stockholder must have given timely\nnotice thereof in writing to the Secretary of the corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the corporation not less than one hundred twenty\n(120) calendar days in advance of the date specified in the corporation's proxy\nstatement release to stockholders in connection with the previous year's annual\nmeeting of stockholders; provided, however, that in the event that no annual\nmeeting was held in the previous year or the date of the annual meeting has been\nchanged by more than thirty (30) days from the date contemplated at the time of\nthe previous year's proxy statement, notice by the stockholder to be timely must\nbe so received a reasonable time before the solicitation is made. A\nstockholder's notice to the Secretary shall set forth as to each matter the\nstockholder proposes to bring before the annual meeting: (i) a brief description\nof the business desired to be brought before the annual meeting and the reasons\nfor conducting such business at the annual meeting, (ii) the name and address,\nas they appear on the corporation's books, of the stockholder proposing such\nbusiness, (iii) the class and number of shares of the corporation which are\nbeneficially owned by the stockholder, (iv) any material interest of the\nstockholder in such business and (v) any other information that is required to\nbe provided by the stockholder pursuant to Regulation 14A under the Securities\nExchange Act of 1934, as amended (the \"1934 Act\"), in his capacity as a\nproponent to a stockholder proposal. Notwithstanding the foregoing, in order to\ninclude information with respect to a stockholder proposal in the proxy\nstatement and form of proxy for a stockholder's meeting, stockholders must\nprovide notice as required by the regulations promulgated under the 1934 Act.\nNotwithstanding anything in these Bylaws to the contrary, no business shall be\nconducted at any annual meeting except in accordance with the procedures set\nforth in this paragraph. The chairman of the annual meeting shall, if the facts\nwarrant, determine and declare at the meeting that business was not properly\nbrought before the meeting and in accordance with the provisions of this\nparagraph, and, if he or she should so determine, he or she shall so declare at\nthe meeting that any such business not properly brought before the meeting shall\nnot be transacted.\n\n      Only persons who are nominated in accordance with the procedures set forth\nin this paragraph shall be eligible for election as Directors. Nominations of\npersons for election to the Board of Directors of the corporation may be made at\na meeting of stockholders by or at the direction of the Board of Directors or by\nany stockholder of the corporation entitled to vote in the election of Directors\nat the meeting who complies with the notice procedures set forth in this\nparagraph. Such nominations, other than those made by or at the direction of the\nBoard of Directors, shall be made pursuant to timely notice in writing to the\nSecretary of the corporation in accordance with the provisions of the second\nparagraph of this Section. Timely notice shall also be given of any\nstockholder's intention to cumulate votes in the election of Directors at a\nmeeting if cumulative voting is available. Such stockholder's notice shall set\nforth (i) as to each persons, if any, whom the stockholder proposes to nominate\nfor election or re-election as a Director: (A) the name, age, business address\nand residence address of such person, (B) the principal occupation or employment\nof such person, (C) the class and number of shares of the corporation which are\n\n\n\nbeneficially owned by such person, if any, (D) a description of all arrangements\nor understandings between the stockholder and each nominee and any other person\nor persons (naming such person or persons) pursuant to which the nominations are\nto be made by the stockholder, and (E) any other information relating to such\nperson that is required to be disclosed in solicitations of proxies for election\nof Directors, or is otherwise required, in each case pursuant to Regulation 14A\nunder the 1934 Act (including without limitation such person's written consent\nto being named in the proxy statement, if any, as a nominee and to serving as a\nDirector if elected); and (ii) as to such stockholder giving notice, the\ninformation required to be provided pursuant to the second paragraph of this\nSection and, if cumulative voting is available to such stockholder, whether such\nstockholder intends to request cumulative voting in the election of Directors at\nthe meeting. At the request of the Board of Directors, any person nominated by a\nstockholder for election as a Director shall furnish to the Secretary of the\ncorporation that information required to be set forth in the stockholder's\nnotice of nomination which pertains to the nominee. No person shall be eligible\nfor election as a Director of the corporation unless nominated in accordance\nwith the procedures set forth in this paragraph. The chairman of the meeting\nshall, if the facts warrant, determine and declare at the meeting that a\nnomination was not made in accordance with the procedures prescribed by these\nBylaws, and if he or she should so determine, he or she shall so declare at the\nmeeting, and the defective nomination shall be disregarded.\n\n      2.03 Special Meetings. A special meeting of the stockholders may be called\nat any time by the Board of Directors, or by the Chairman of the Board, or by\nthe President, or by one or more stockholders holding shares in the aggregate\nentitled to cast not less than twenty percent (20%) of the entire capital stock\nof the corporation issued and outstanding and entitled to vote.\n\n            If a special meeting is called by any person or persons other than\nthe Board of Directors, the request shall be in writing, specifying the time of\nsuch meeting and the nature of the business proposed to be transacted, and shall\nbe delivered personally or sent by registered mail or by telegraphic or other\nfacsimile transmission to the Chairman of the Board, the President, any Vice\nPresident or the Secretary of the corporation. The officer receiving such\nrequest forthwith shall cause notice to be given to the stockholders entitled to\nvote, in accordance with the provisions of Sections 2.04 and 2.05, that a\nmeeting will be held at the time requested by the person or persons calling the\nmeeting, not less than thirty-five (35) nor more than sixty (60) days after the\nreceipt of the request. If the notice is not given within twenty (20) days after\nreceipt of the request, the person or persons requesting the meeting may give\nthe notice. Nothing contained in this paragraph of this Section 2.03 shall be\nconstrued as limiting, fixing or affecting the time when a meeting of\nstockholders called by action of the Board of Directors may be held. Business\ntransacted at any special meeting of stockholders shall be limited to the\npurposes stated in the notice.\n\n      2.04 Notice of Stockholders' Meetings. All notices of meetings of\nstockholders shall be sent or otherwise given in accordance with Section 2.05\nnot less than ten (10) nor more than sixty (60) days before the date of the\nmeeting being noticed. The notice shall specify the place, date and hour of the\nmeeting and (i) in the case of a special meeting, the general nature of the\nbusiness to be transacted, or (ii) in the case of the annual meeting those\nmatters which the Board of Directors, at the time of giving the notice, intends\nto present for action by the stockholders. The notice of any meeting at which\ndirectors are to be elected shall include the name of any nominee or nominees\nwhich, at the time of the notice, management intends to present for election.\n\n            If action is proposed to be taken at any meeting for approval of (i)\na contract or transaction in which a director has a direct or indirect financial\ninterest, pursuant to Section 144 of the General Corporation Law of Delaware,\n(ii) an amendment of the Articles of Incorporation, pursuant to Section 242 of\nsuch Law, (iii) a reorganization of the corporation, pursuant to Section 251 of\nsuch Law, (iv) a voluntary dissolution of the corporation, pursuant to Section\n275 of such Law, the notice shall also state the general nature of such\nproposal.\n\n      2.05 Manner of Giving Notice; Affidavit of Notice. Notice of any meeting\nof stockholders shall be given either personally or by first-class mail or\ntelegraphic or other written communication, charges prepaid, addressed to the\nstockholder at the address of such stockholder appearing on the books of the\ncorporation or given by the stockholder to the corporation for the purpose of\nnotice. If no such address appears on the corporation's books or has been so\ngiven, notice shall be deemed to have been given if sent by first-class mail or\ntelegraphic or other written communication to the corporation's principal\nexecutive office, or if published at least once in a\n\n\n\nnewspaper of general circulation in the county where such office is located.\nNotice shall be deemed to have been given at the time when delivered personally\nor deposited in the mail or sent by telegram or other means of written\ncommunication.\n\n            If any notice addressed to a stockholder at the address of such\nstockholder appearing on the books of the corporation is returned to the\ncorporation by the United States Postal Service marked to indicate that the\nUnited States Postal Service is unable to deliver the notice to the stockholder\nat such address, all future notices or reports shall be deemed to have been duly\ngiven without further mailing if the same shall be available to the stockholder\nupon written demand of the stockholder at the principal executive office of the\ncorporation for a period of one (1) year from the date of the giving of such\nnotice.\n\n            An affidavit of the mailing or other means of giving any notice of\nany stockholders' meeting shall be executed by the Secretary, Assistant\nSecretary or any transfer agent of the corporation giving such notice, and shall\nbe filed and maintained in the minute book of the corporation.\n\n      2.06 Quorum. The presence in person or by proxy of the holders of a\nmajority of the shares entitled to vote at any meeting of stockholders shall\nconstitute a quorum for the transaction of business. The stockholders present at\na duly called or held meeting at which a quorum is present may continue to do\nbusiness until adjournment, notwithstanding the withdrawal of enough\nstockholders to leave less than a quorum, if any action taken (other than\nadjournment) is approved by at least a majority of the shares required to\nconstitute a quorum.\n\n      2.07 Adjourned Meeting and Notice Thereof. Any stockholders' meeting,\nannual or special, whether or not a quorum is present, may be adjourned from\ntime to time by the vote of the majority of the shares represented at such\nmeeting, either in person or by proxy, but in the absence of a quorum, no other\nbusiness may be transacted at such meeting, except as provided in Section 2.06.\n\n            When any meeting of stockholders, either annual or special, is\nadjourned to another time or place, notice need not be given of the adjourned\nmeeting if the time and place thereof are announced at a meeting at which the\nadjournment is taken, unless a new record date for the adjourned meeting is\nfixed, or unless the adjournment is for more than forty-five (45) days from the\ndate set for the original meeting, in which case the Board of Directors shall\nset a new record date. Notice of any such adjourned meeting, if required, shall\nbe given to each stockholder of record entitled to vote at the adjourned meeting\nin accordance with the provisions of Sections 2.04 and 2.05. At any adjourned\nmeeting, the corporation may transact any business which might have been\ntransacted at the original meeting.\n\n      2.08 Voting. The stockholders entitled to vote at any meeting of\nstockholders shall be determined in accordance with the provisions of Section\n2.11, subject to the provisions of Section 217 of the General Corporation Law of\nDelaware (relating to voting shares held by a fiduciary, in the name of a\ncorporation or in joint ownership). Such vote may be by voice vote or by ballot;\nprovided, however, that all elections for directors must be by ballot upon\ndemand by a stockholder at any election and before the voting begins. Any\nstockholder entitled to vote on any matter (other than the election of\ndirectors) may vote part of the shares in favor of the proposal and refrain from\nvoting the remaining shares or vote them against the proposal, but, if the\nstockholder fails to specify the number of shares such stockholder is voting\naffirmatively, it will be conclusively presumed that the stockholder's approving\nvote is with respect to all shares such stockholder is entitled to vote. If a\nquorum is present, the affirmative vote of the majority of the shares\nrepresented at the meeting and entitled to vote on any matter (other than the\nelection of directors) shall be the act of the stockholders, unless the vote of\na greater number or voting by classes is required by the General Corporation Law\nof Delaware or the Articles of Incorporation.\n\n      2.09 Waiver of Notice or Consent By Absent Stockholders. The transactions\nof any meeting of stockholders, either annual or special, however called and\nnoticed, and wherever held, shall be as valid as though had at a meeting duly\nheld after regular call and notice, if a quorum be present either in person or\nby proxy, and if, either before or after the meeting, each person entitled to\nvote, not present in person or by proxy, signs a written waiver of notice or a\nconsent to a holding of the meeting, or an approval of the minutes thereof. The\nwaiver of notice or consent need not specify either the business to be\ntransacted or the purpose of any annual or special\n\n\n\nmeeting of stockholders, except that if action is taken or proposed to be taken\nfor approval of any of those matters specified in the second paragraph of\nSection 2.04, the waiver of notice or consent shall state the general nature of\nsuch proposal. All such waivers, consents or approvals shall be filed with the\ncorporate records or made a part of the minutes of the meeting.\n\n            Attendance of a person at a meeting shall also constitute a waiver\nof notice of such meeting, except when the person objects, at the beginning of\nthe meeting, to the transaction of any business because the meeting is not\nlawfully called or convened, and except that attendance at the meeting is not a\nwaiver of any right to object to the consideration of matters not included in\nthe notice of the meeting if such objection is expressly made at the meeting.\n\n      2.10 Stockholder Action By Written Consent Without a Meeting. No action\nshall be taken by the stockholders of the corporation except at an annual or\nspecial meeting of stockholders called in accordance with these Bylaws, and no\naction shall be taken by the stockholders by written consent.\n\n      2.11 Record Date for Stockholder Notice and Voting. For purposes of\ndetermining the stockholders entitled to notice of any meeting or to vote, the\nBoard of Directors may fix, in advance, a record date, which shall not be more\nthan sixty (60) days nor less than ten (10) days prior to the date of any such\nmeeting, and in such case only stockholders of record on the date so fixed are\nentitled to notice and to vote, as the case may be, notwithstanding any transfer\nof any shares of the books of the corporation after the record date fixed as\naforesaid, except as otherwise provided in the General Corporation Law of\nDelaware.\n\n            If the Board of Directors does not so fix a record date, the record\ndate for determining stockholders entitled to notice of or to vote at a meeting\nof stockholders shall be at the close of business on the business day next\npreceding the day on which notice is given or, if notice is waived, at the close\nof business on the business day next preceding the day on which the meeting is\nheld.\n\n      2.12 Proxies. Every person entitled to vote for directors or on any other\nmatter shall have the right to do so either in person or by one or more agents\nauthorized by a written proxy signed by the person and filed with the Secretary\nof the corporation. A proxy shall be deemed signed if the stockholder's name is\nplaced on the proxy (whether by manual signature, typewriting, telegraphic\ntransmission or otherwise) by the stockholder or the stockholder's\nattorney-in-fact. A validly executed proxy which does not state that it is\nirrevocable shall continue in full force and effect unless (i) revoked by the\nperson executing it, prior to the vote pursuant thereto, by a writing delivered\nto the corporation stating that the proxy is revoked or by a subsequent proxy\nexecuted by, or attendance at the meeting and voting in person by, the person\nexecuting the proxy; or (ii) written notice of the death or incapacity of the\nmaker of such proxy is received by the corporation before the vote pursuant\nthereto is counted; provided, however, that no such proxy shall be valid after\nthe expiration of three (3) years from the date of such proxy, unless otherwise\nprovided in the proxy. The revocability of a proxy that states on its face that\nit is irrevocable shall be governed by the provisions of Sections 212(c) and 218\nof the General Corporation Law of Delaware.\n\n      2.13 Inspectors of Election. Before any meeting of stockholders, the Board\nof Directors may appoint any persons other than nominees for office to act as\ninspectors of election at the meeting or its adjournment. If no inspectors of\nelection are so appointed, the chairman of the meeting may, and on the request\nof any stockholder or a stockholder's proxy shall, appoint inspectors of\nelection at the meeting. The number of inspectors shall be either one (1) or\nthree (3). If inspectors are appointed at a meeting on the request of one or\nmore stockholders or proxies, the holders of a majority of shares or their\nproxies present at the meeting shall determine whether one (1) or three (3)\ninspectors are to be appointed. If any person appointed as inspector fails to\nappear or fails or refuses to act, the chairman of the meeting may, and upon the\nrequest of any stockholder or a stockholder's proxy shall, appoint a person to\nfill such vacancy.\n\n            The duties of these inspectors shall be as follows:\n\n            (a) Determine the number of shares outstanding and the voting power\nof each, the shares represented at the meeting, the existence of a quorum, and\nthe authenticity, validity and effect of proxies;\n\n\n\n            (b) Receive votes, ballots or consents;\n\n            (c) Hear and determine all challenges and questions in any way\narising in connection with the right to vote;\n\n            (d) Count and tabulate all votes or consents;\n\n            (e) Determine when the polls shall close;\n\n            (f) Determine the result; and\n\n            (g) Do any other acts that may be proper to conduct the election or\nvote with fairness to all stockholders.\n\n                                   ARTICLE III\n                                    DIRECTORS\n\n      3.01 Powers. Subject to the provisions of the General Corporation Law of\nDelaware and any limitations in the Articles of Incorporation and these Bylaws\nrelating to action required to be approved by the stockholders or by the\noutstanding shares, the business and affairs of the corporation shall be managed\nand all corporate powers shall be exercised by or under the direction of the\nBoard of Directors.\n\n            Without prejudice to such general powers, but subject to the same\nlimitations, it is hereby expressly declared that the directors shall have the\npower and authority to:\n\n            (a) Select and remove all officers, agents and employees of the\ncorporation, prescribe such powers and duties for them as may not be\ninconsistent with law, the Articles of Incorporation or these Bylaws, fix their\ncompensation and require from them security for faithful service.\n\n            (b) Change the principal executive office or the principal business\noffice in the State of Delaware from one location to another; cause the\ncorporation to be qualified to do business in any other state, territory,\ndependency or foreign country and conduct business within or outside the State\nof Delaware; designate any place within or without the state for the holding of\nany stockholders' meeting or meetings, including annual meetings; adopt, make\nand use a corporate seal, and prescribe the forms of certificates of stock, and\nalter the form of such seal and of such certificates from time to time as in\ntheir judgment they may deem best, provided that such forms shall at all times\ncomply with the provisions of law.\n\n            (c) Authorize the issuance of shares of stock of the corporation\nfrom time to time, upon such terms as may be lawful, in consideration of money\npaid, labor done or services actually rendered, debts or securities cancelled or\ntangible or intangible property actually received.\n\n            (d) Borrow money and incur indebtedness for the purposes of the\ncorporation, and cause to be executed and delivered therefor, in the corporate\nname, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,\nhypothecations or other evidences of debt and securities therefor.\n\n      3.02 Number of Directors. The number of directors of the corporation shall\nbe not less than five (5) nor more than nine (9). The exact number of directors\nshall be seven (7) until changed, within the limits specified above, by a\nresolution adopted by a majority of the board of directors.\n\n      3.03 Election and Term of Office of Directors. Directors shall be elected\nat each annual meeting of the stockholders to hold office until the next annual\nmeeting. Each director, including a director elected to fill a vacancy, shall\nhold office until the expiration of the term for which elected and until a\nsuccessor has been elected and qualified.\n\n\n\n      3.04 Vacancies. Vacancies in the Board of Directors may be filled by\napproval of the Board or, if the number of directors then in office is less than\na quorum, by (i) the unanimous written consent of the directors then in office,\n(ii) the affirmative vote of a majority of the directors then in office at a\nmeeting held pursuant to notice or waivers of notice complying with Section 3.10\nor (iii) a sole remaining director, except that a vacancy created by the removal\nof a director by the vote or written consent of the stockholders or by court\norder may be filled only by the vote of a majority of the shares entitled to\nvote represented at a duly held meeting at which a quorum is present, or by the\nwritten consent of holders of a majority of the outstanding shares entitled to\nvote. Each director so elected shall hold office until the next annual meeting\nof the stockholders and until a successor has been elected and qualified.\n\n            A vacancy or vacancies in the Board of Directors shall be deemed to\nexist in the case of the death, resignation or removal of any director, or if\nthe Board of Directors by resolution declares vacant the office of a director\nwho has been declared of unsound mind by an order of court or convicted of a\nfelony, or if the authorized number of directors be increased, or if the\nstockholders fail, at any meeting of stockholders at which any director or\ndirectors are elected, to elect the full authorized number of directors to be\nvoted for at that meeting.\n\n            The stockholders may elect a director or directors at any time to\nfill any vacancy or vacancies not filled by the directors.\n\n            Any director may resign upon giving written notice to the Chairman\nof the Board, the President, the Secretary or the Board of Directors. A\nresignation shall be effective upon the giving of the notice, unless the notice\nspecifies a later time for its effectiveness. If the resignation of a director\nis effective at a future time, the Board of Directors may elect a successor to\ntake office when the resignation becomes effective.\n\n            No reduction of the authorized number of directors shall have the\neffect of removing any director prior to the expiration of his term of office.\n\n      3.05 Place of Meetings and Telephonic Meetings. Regular meetings of the\nBoard of Directors may be held at any place within or without the State that has\nbeen designated from time to time by resolution of the Board. In the absence of\nsuch designation, regular meetings shall be held at the principal executive\noffice of the corporation. Special meetings of the Board shall be held at any\nplace within or without the State that has been designated in the notice of the\nmeeting or, if not stated in the notice or if there is no notice, at the\nprincipal executive office of the corporation. Any meeting, regular or special,\nmay be held by conference telephone or similar communication equipment, so long\nas all directors participating in such meeting can hear one another, and all\nsuch directors shall be deemed to be present in person at such meeting.\n\n      3.06 Annual Meetings. Immediately following each annual meeting of\nstockholders, the Board of Directors shall hold a regular meeting for the\npurpose of organization, any desired election of officers and the transaction of\nother business. Notice of this meeting shall not be required.\n\n      3.07 Other Regular Meetings. Other regular meetings of the Board of\nDirectors shall be held without call at such time as shall from time to time be\nfixed by the Board of Directors. Such regular meetings may be held without\nnotice.\n\n      3.08 Special Meetings. Special meetings of the Board of Directors for any\npurpose or purposes may be called at any time by the Chairman of the Board or\nthe President or any Vice President or Secretary or any two (2) directors.\n\n            Notice of the time and place of special meetings shall be delivered\npersonally or by telephone to each director or sent by first-class mail or\ntelegram, charges prepaid, addressed to each director at his or her address as\nit is shown upon the records of the corporation. In case such notice is mailed,\nit shall be deposited in the United States mail at least four (4) days prior to\nthe time of the holding of the meeting. In case such notice is delivered\npersonally, or by telephone or telegram, it shall be delivered personally or by\ntelephone or to the telegraph company at least forty-eight (48) hours prior to\nthe time of the holding of the meeting. Any oral notice given personally or by\n\n\n\ntelephone may be communicated to either the director or to a person at the\noffice of the director who the person giving the notice has reason to believe\nwill promptly communicate it to the director. The notice need not specify the\npurpose of the meeting or the place if the meeting is to be held at the\nprincipal executive office of the corporation.\n\n      3.09 Quorum. A majority of the authorized number of directors shall\nconstitute a quorum for the transaction of business, except to adjourn as\nhereinafter provided. Every act or decision done or made by a majority of the\ndirectors present at a meeting duly held at which a quorum is present shall be\nregarded as the act of the Board of Directors, subject to the provisions of\nSection 144 of the General Corporation Law of Delaware (approval of contracts or\ntransactions in which a director has a direct or indirect material financial\ninterest), Section 141(c) (appointment of committees), and Section 145\n(indemnification of directors). A meeting at which a quorum is initially present\nmay continue to transact business notwithstanding the withdrawal of directors,\nif any action taken is approved by at least a majority of the required quorum\nfor such meeting.\n\n      3.10 Waiver of Notice. The transactions of any meeting of the Board of\nDirectors, however called and noticed or wherever held, shall be as valid as\nthough had at a meeting duly held after regular call and notice if a quorum be\npresent and if, either before or after the meeting, each of the directors not\npresent signs a written waiver of notice, a consent to holding the meeting or an\napproval of the minutes thereof. The waiver of notice or consent need not\nspecify the purpose of the meeting. All such waivers, consents and approvals\nshall be filed with the corporate records or made a part of the minutes of the\nmeeting. Notice of a meeting shall also be deemed given to any director who\nattends the meeting without protesting, prior thereto or at its commencement,\nthe lack of notice to such director.\n\n      3.11 Adjournment. A majority of the directors present, whether or not\nconstituting a quorum, may adjourn any meeting to another time and place.\n\n      3.12 Notice of Adjournment. Notice of the time and place of holding an\nadjourned meeting need not be given, unless the meeting is adjourned for more\nthan twenty-four (24) hours, in which case notice of such time and place shall\nbe given prior to the time of the adjourned meeting, in the manner specified in\nSection 3.08, to the directors who were not present at the time of the\nadjournment.\n\n      3.13 Action Without Meeting. Any action required or permitted to be taken\nby the Board of Directors may be taken without a meeting, if all members of the\nBoard shall individually or collectively consent in writing to such action. Such\naction by written consent shall have the same force and effect as a unanimous\nvote of the Board of Directors. Such written consent or consents shall be filed\nwith the minutes of the proceedings of the Board.\n\n      3.14 Fees and Compensation of Directors. Directors and members of\ncommittees may receive such compensation, if any, for their services, and such\nreimbursement of expenses, as may be fixed or determined by resolution of the\nBoard of Directors. Nothing herein contained shall be construed to preclude any\ndirector from serving the corporation in any other capacity as an officer,\nagent, employee or otherwise, and receiving compensation for such services.\n\n                                   ARTICLE IV\n                                   COMMITTEES\n\n      4.01 Committees of Directors. The Board of Directors may, by resolution\nadopted by a majority of the authorized number of directors, designate one (1)\nor more committees, each consisting of two (2) or more directors, to serve at\nthe pleasure of the Board. The Board may designate one (1) or more directors as\nalternate members of any committee, who may replace any absent member at any\nmeeting of the committee. Any such committee, to the extent provided in the\nresolution of the Board, shall have all the authority of the Board, except with\nrespect to:\n\n            (a) the approval of any action which, under the General Corporation\nLaw of Delaware, also requires stockholders' approval or approval of the\noutstanding shares;\n\n            (b) the filling of vacancies on the Board of Directors or in any\ncommittee;\n\n\n\n            (c) the fixing of compensation of the directors for serving on the\nBoard or on any committee;\n\n            (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;\n\n            (e) the amendment or repeal of any resolution of the Board of\nDirectors which by its express terms is not so amenable or repeatable;\n\n            (f) a distribution to the stockholders of the corporation, except at\na rate or in a periodic amount or within a price range determined by the Board\nof Directors; or\n\n            (g) the appointment of any other committees of the Board of\nDirectors or members thereof.\n\n      4.02 Meetings and Action of Committees. Meetings and actions of committees\nshall be governed by, and held and taken in accordance with, the provisions of\nArticle III of these Bylaws, Section 3.05 (place of meetings), 3.07 (regular\nmeetings), 3.08 (special meetings and notice), 3.09 (quorum), 3.10 (waiver of\nnotice), 3.11 (adjournment), 3.12 (notice of adjournment) and 3.13 (action\nwithout meeting), with such changes in the context of those Bylaws as are\nnecessary to substitute the committee and its members for the Board of Directors\nand its members, except that the time of regular meetings of committees may be\ndetermined by resolution of the Board of Directors as well as the committee,\nspecial meetings of committees may also be called by resolution of the Board of\nDirectors and notice of special meetings of committees shall also be given to\nall alternate members, who shall have the right to attend all meetings of the\ncommittee. The Board of Directors may adopt rules for the government of any\ncommittee not inconsistent with the provisions of these Bylaws.\n\n                                    ARTICLE V\n                                    OFFICERS\n\n      5.01 Officers. The officers of the corporation shall be a President, a\nSecretary and Chief Financial Officer. The corporation may also have, at the\ndiscretion of the Board of Directors, a Chairman of the Board, one or more Vice\nPresidents, one or more Assistant Secretaries, one or more Assistant Treasurers\nand such other officers as may be appointed in accordance with the provisions of\nSection 5.03. Any number of offices may be held by the same person.\n\n      5.02 Election of Officers. The officers of the corporation, except such\nofficers as may be appointed in accordance with the provisions of Section 5.03,\nshall be chosen by the Board of Directors, and each shall serve at the pleasure\nof the Board, subject to the rights, if any, of an officer under any contract of\nemployment.\n\n      5.03 Subordinate Officers, Etc. The Board of Directors may appoint, and\nmay empower the President to appoint, such other officers as the business of the\ncorporation may require, each of whom shall hold office for such period, have\nsuch authority and perform such duties as are provided in the Bylaws or as the\nBoard of Directors may from time to time determine.\n\n      5.04 Removal and Resignation of Officers. Subject to the rights, if any,\nof an officer under any contract of employment, any officer may be removed,\neither with or without cause, by the Board of Directors, at any regular or\nspecial meeting thereof, or, except in case of an officer chosen by the Board of\nDirectors, by any officer upon whom such power of removal may be conferred by\nthe Board of Directors.\n\n            Any officer may resign at any time by giving written notice to the\ncorporation. Any such resignation shall take effect at the date of the receipt\nof such notice or at any later time specified therein; and, unless otherwise\nspecified therein, the acceptance of such resignation shall not be necessary to\nmake it effective. Any such resignation is without prejudice to the rights, if\nany, of the corporation under any contract to which the officer is a party.\n\n\n\n      5.05 Vacancies in Offices. A vacancy in any office because of death,\nresignation, removal, disqualification or any other cause shall be filled in the\nmanner prescribed in these Bylaws for regular appointments to such office.\n\n      5.06 Chairman of the Board. The Chairman of the Board, if such an officer\nbe elected, shall, if present, preside at all meetings of the Board of Directors\nand exercise and perform such other powers and duties as may be from time to\ntime assigned to him by the Board of Directors or prescribed by the Bylaws. If\nthere is no President, the Chairman of the Board shall, in addition, be the\nChief Executive Officer of the corporation and shall have the powers and duties\nprescribed in Section 5.07.\n\n      5.07 President. Subject to such supervisory powers, if any, as may be\ngiven by the Board of Directors to the Chairman of the Board, if there be such\nan officer, the President shall be the Chief Executive Officer of the\ncorporation and shall, subject to the control of the Board of Directors, have\ngeneral supervision, direction and control of the business and the officers of\nthe corporation. He shall preside at all meetings of the stockholders and, in\nthe absence of the Chairman of the Board, or if there be none, at all meetings\nof the Board of Directors. He shall have the general powers and duties of\nmanagement usually vested in the office of President of a corporation, and shall\nhave such other powers and duties as may be prescribed by the Board of Directors\nor the Bylaws.\n\n      5.08 Vice Presidents. In the absence or disability of the President, the\nVice Presidents, if any, in order of their rank as fixed by the Board of\nDirectors or, if not ranked, a Vice President designated by the Board of\nDirectors, shall perform all the duties of the President, and when so acting\nshall have all the powers of, and be subject to all the restrictions upon, the\nPresident. The Vice Presidents shall have such other powers and perform such\nother duties as from time to time may be prescribed for them, respectively, by\nthe Board of Directors or the Bylaws, the President or the Chairman of the Board\nif there is no President.\n\n      5.09 Secretary. The Secretary shall keep, or cause to be kept, at the\nprincipal executive office or such other place as the Board of Directors may\norder, a book of minutes of all meetings and actions of directors, committees of\ndirectors and stockholders, with the time and place of holding, whether regular\nor special, and, if special, how authorized, the notice thereof given, the names\nof those present at directors' and committee meetings, the number of shares\npresent or represented at stockholders' meetings, and the proceedings thereof.\n\n            The Secretary shall keep, or cause to be kept, at the principal\nexecutive office or at the office of the corporation's transfer agent or\nregistrar, as determined by resolution of the Board of Directors, a share\nregister, or a duplicate share register, showing the names of all stockholders\nand their addresses, the number and classes of shares held by each, the number\nand date of certificates issued for the same, and the number and date of\ncancellation of every certificate surrendered for cancellation.\n\n            The Secretary shall give, or cause to be given, notice of all\nmeetings of the stockholders and of the Board of Directors required by the\nBylaws or by law to be given, and he shall keep the seal of the corporation, if\none be adopted, in a safe custody, and shall have such other powers and perform\nsuch other duties as may be prescribed by the Board of Directors or by the\nBylaws.\n\n      5.10 Chief Financial Officer. The Chief Financial Officer shall keep and\nmaintain, or cause to be kept and maintained, adequate and correct books and\nrecords of accounts of the properties and business transactions of the\ncorporation, including accounts of its assets, liabilities, receipts,\ndisbursements, gains, losses, capital, retained earnings and shares. The books\nof account shall be open at all reasonable times to inspection by any director.\n\n            The Chief Financial Officer shall deposit all moneys and other\nvaluables in the name and to the credit of the corporation with such\ndepositories as may be designated by the Board of Directors. He shall disburse\nthe funds of the corporation as may be ordered by the Board of Directors, shall\nrender to the President and directors, whenever they request it, an account of\nall of his transactions as Chief Financial Officer and of the financial\ncondition of the corporation, and shall have other powers and perform such other\nduties as may be prescribed by the Board of Directors or the Bylaws.\n\n\n\n                                   ARTICLE VI\n                     INDEMNIFICATION OF DIRECTORS, OFFICERS,\n                           EMPLOYEES AND OTHER AGENTS\n\n      6.01 General. The corporation, to the maximum extent permitted by the\nGeneral Corporation Law of Delaware, shall indemnify any person who was or is a\nparty or is threatened to be made a party to any contemplated, pending or\ncompleted action, suit, arbitration, alternate dispute resolution mechanism,\ninvestigation, administrative hearing or any other proceeding, whether civil,\ncriminal, administrative or investigative (other than an action by or in the\nright of the corporation) (\"Proceeding\") in whole or in part attributable to (a)\nthe fact that he is or was a director or officer of the corporation, or is or\nwas serving at the request of the corporation as a director, officer, employee\nor agent of another corporation, partnership, joint venture, employee benefit\nplan, trust or other enterprise (\"Indemnitee\"), or (b) anything done or not done\nby such Indemnitee in any such capacity, against expenses (including attorneys'\nfees) and losses, claims, liabilities, judgments, fines and amounts paid in\nsettlement incurred by him or on his behalf in connection with such Proceeding\n(\"Losses\") if he acted in good faith and in a manner he reasonably believed to\nbe in or not opposed to the best interests of the corporation, and, with respect\nto any criminal Proceeding, had no reasonable cause to believe his conduct was\nunlawful.\n\n            6.02. Actions by or in the Right of the Corporation. The corporation\nshall, to the maximum extent permitted by the General Corporation Law of\nDelaware, indemnify any person who was or is made a party or is threatened to be\nmade a party to any contemplated, pending, or completed Proceeding brought by or\nin the right of the corporation to procure a judgment in its favor in whole or\nin part attributable to (a) the fact that he is or was a director or officer of\nthe corporation, or is or was serving at the request of the corporation as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust or other enterprise (also an \"Indemnitee\") or (b) anything done\nor not done by such Indemnitee in any such capacity against expenses (including\nattorneys' fees) and Losses actually incurred by him or on his behalf in\nconnection with such action or suit if he acted in good faith and in a manner he\nreasonably believed to be in or not opposed to the best interests of the\ncorporation. Notwithstanding the foregoing, no indemnification shall be made in\nrespect of any claim, issue or matter as to which Indemnitee shall have been\nadjudged to be liable to the corporation if the General Corporation Law of\nDelaware expressly prohibits such indemnification unless and only to the extent\nthat the Court of Chancery of the State of Delaware or the court in which such\naction or suit was brought, or is pending, shall determine that indemnification\nmay nevertheless be made under the circumstances.\n\n            6.03 Indemnification in Certain Cases. Notwithstanding any other\nprovision of this Article VI, to the extent that an Indemnitee has been wholly\nsuccessful on the merits or otherwise absolved in any Proceeding referred to in\nSection 6.01 or 6.02 on any claim, issue or matter therein, he shall be\nindemnified against expenses (including attorneys' fees) incurred by him or on\nhis behalf in connection therewith. If Indemnitee is not wholly successful in\nsuch Proceeding but is successful, on the merits or otherwise, as to one or more\nbut less than all claims, issues or matters in such Proceeding, the corporation\nshall indemnify Indemnitee, to the maximum extent permitted by law, against\nexpenses (including attorneys' fees) actually incurred by Indemnitee in\nconnection with each successfully resolved claim, issue or matter. For purposes\nof this Section 6.03 and without limitation, the termination of any such claim,\nissue or matter by dismissal with or without prejudice shall be deemed to be a\nsuccessful resolution as to such claim, issue or matter.\n\n            6.04 Procedure. (a) Any indemnification under Section 6.01 and 6.02\n(unless ordered by a court) shall be made by the corporation only as authorized\nin the specific case upon a determination that indemnification of the Indemnitee\nis proper (except that the right of Indemnitee to receive payments pursuant to\n\n\n\nSection 6.05 shall not be subject to this Section 6.04) in the circumstances\nbecause he has met the applicable standard of conduct set forth in such Sections\n6.01 and 6.02. When seeking indemnification, Indemnitee shall submit a written\nrequest for indemnification to the corporation. Such requests shall include\ndocumentation or information which is necessary for the corporation to make a\ndetermination of Indemnitee's entitlement to indemnification and is reasonably\navailable to Indemnitee. The Secretary of the corporation shall, promptly upon\nreceipt of Indemnitee's request for indemnification, advise the Board of\nDirectors that Indemnitee has made such request for indemnification.\n\n            (b) The entitlement of Indemnitee to indemnification shall be\ndetermined in the specific case by a majority vote of a quorum of the Board of\nDirectors consisting of Disinterested Directors, except that such determination\nshall be made by Independent Legal Counsel, if either such a quorum is not\nobtainable or the Board of Directors, by the majority vote of Disinterested\nDirectors, so directs.\n\n            (c) In the event the determination of entitlement is to be made by\nIndependent Legal Counsel, such Independent Legal Counsel shall be selected by\nthe Board of Directors and approved by Indemnitee. Upon failure of the Board of\nDirectors to so select such Independent Legal Counsel or upon failure of\nIndemnitee to so approve, such Independent Legal Counsel shall be selected by\nthe Chancellor of the State of Delaware or such other person as such Chancellor\nshall designate to make such selection.\n\n            (d) If the Board of Directors or Independent Legal Counsel shall\nhave determined (which determination, in the case of Independent Counsel, shall\nbe in the form of a written opinion stating that the facts known to such\nIndependent Counsel demonstrate clearly and convincingly that Indemnitee acted\nin bad faith or in a manner that Indemnitee did not believe to be in or not\nopposed to the best interest of the corporation) that Indemnitee is not entitled\nto indemnification to the full extent of Indemnitee's request, Indemnitee shall\nhave the right to seek entitlement to indemnification in accordance with the\nprocedures set forth in Section 6.06.\n\n            (e) If the person or persons empowered pursuant to Section 6.04(b)\nto make a determination with respect to entitlement to indemnification shall\nhave failed to make the requested determination within 90 days after receipt by\nthe Corporation of such request, the requisite determination of entitlement to\nindemnification shall be deemed to have been made and Indemnitee shall be\nabsolutely entitled to such indemnification, absent (i) misrepresentation by\nIndemnitee of a material fact in the request for indemnification or (ii) a final\njudicial determination that all or any part of such indemnification is expressly\nprohibited by law.\n\n            (f) The termination of any Proceeding by judgment, order, settlement\nor conviction, or upon a plea of nolo contenders or its equivalent, shall not,\nof itself, adversely affect the rights of Indemnitee to indemnification\nhereunder except as may be specifically provided herein, or create a presumption\nthat Indemnitee did not act in good faith and in a manner which Indemnitee\nreasonably believed to be in or not opposed to the best interests of the\ncorporation or create a presumption that (with respect to any criminal action or\nproceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct\nwas unlawful.\n\n            (g) For purposes of any determination of good faith hereunder, to\nthe fullest extent permitted by General Corporation Law of Delaware, Indemnitee\nshall be deemed to have acted in good faith if Indemnitee's action is based on\nthe records or books of account of the corporation or an Affiliate, including\nfinancial statements, or on information supplied to Indemnitee by the officers\nof the corporation or an Affiliate in the course of their duties, or on the\nadvice of legal counsel for the corporation or an Affiliate or on information or\nrecords given or reports made to the corporation or an Affiliate by an\nindependent certified public accountant or by an appraiser or other expert\nselected with reasonable care by the corporation or an Affiliate. The provisions\nof this Section 6.04(g)\n\n\n\nshall not be deemed to be exclusive or to limit in any way the other\ncircumstances in which the Indemnitee may be deemed to have met the applicable\nstandard of conduct set forth in these Bylaws.\n\n            6.05 Advances for Expenses and Costs. All expenses (including\nattorneys' fees) incurred by or on behalf of Indemnitee in connection with any\nProceeding shall be paid by the corporation, as incurred, in advance of the\nfinal disposition of such Proceeding within twenty (20) days after the receipt\nby the corporation of a statement or statements from Indemnitee requesting from\ntime to time such advance or advances whether or not a determination to\nindemnify has been made under Section 6.04. Such statement or statements shall\nevidence such expenses incurred by Indemnitee in connection therewith and shall\ninclude or be accompanied by a written undertaking by or on behalf of Indemnitee\nto repay such amount if it shall ultimately be determined that Indemnitee is not\nentitled to be indemnified therefor pursuant to the terms of this Article VI.\n\n            6.06 Remedies in Cases of Determination not to Indemnify or to\nAdvance Expenses. (a) In the event that (i) a determination is made that\nIndemnitee is not entitled to indemnification hereunder, (ii) advances are not\nmade pursuant to Section 6.05 or (iii) payment has not been timely made\nfollowing a determination of entitlement to indemnification pursuant to Section\n6.04, Indemnitee shall be entitled to seek a final adjudication in an\nappropriate court of the State of Delaware or any other court of competent\njurisdiction of Indemnitee's entitlement to such indemnification or advance.\n\n            (b) In the event a determination has been made in accordance with\nthe procedures set forth in Section 6.04, in whole or in part, that Indemnitee\nis not entitled to indemnification, any judicial proceeding referred to in\nSection 6.06(a) shall be de novo and Indemnitee shall not be prejudiced by\nreason of any such prior determination that Indemnitee is not entitled to\nindemnification.\n\n            (c) If a determination is made or deemed to have been made pursuant\nto the terms of Sections 6.04 or 6.06 that Indemnitee is entitled to\nindemnification, the corporation shall be bound by such determination in any\njudicial proceeding in the absence of (i) a misrepresentation of a material fact\nby Indemnitee or (ii) a final judicial determination that all or any part of\nsuch indemnification is expressly prohibited by law.\n\n            (d) To the extent deemed appropriate by the court, interest shall be\npaid by the corporation to Indemnitee at a reasonable interest rate for amounts\nwhich the corporation indemnifies or is obliged to indemnify Indemnitee for the\nperiod commencing with the date on which Indemnitee requested indemnification\n(or reimbursement or advancement of expenses) and ending with the date on which\nsuch payment is made to Indemnitee by the corporation.\n\n            6.07 Rights Non-Exclusive. The rights of indemnification and\nadvancement of expenses provided by, or granted pursuant to, this Article VI\nshall not be deemed exclusive of any other rights to which any person seeking\nindemnification or advancement of expenses may be entitled under any law, the\nCertificate of Incorporation or Bylaws of the corporation, any agreement, a vote\nof stockholders or resolution of directors of otherwise, and the corporation\nmay, by action of the Board of Directors from time to time, enter into\nindemnification agreements with its directors, officers, employees and agents.\nNo amendment, alteration, rescission or replacement of these Bylaws or any\nprovision hereof shall be effective as to Indemnitee with respect to any action\ntaken or omitted by such Indemnitee in Indemnitee's position with the\ncorporation or an affiliate or any other entity which Indemnitee is or was\nserving at the request of the corporation prior to such amendment, alteration,\nrescission or replacement.\n\n\n\n            6.08 Insurance. The corporation shall have power to purchase and\nmaintain insurance on behalf of any person who is or was a director, officer,\nemployee or agent of the corporation, or is or was serving at the request of the\ncorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any liability\nasserted against him and incurred by him in any such capacity, or arising out of\nhis status as such, whether or not the corporation would have the power to\nindemnify him against such liability under the provisions of this Article VI.\n\n            6.09 Survival of Rights. The indemnification and advancement of\nexpenses provided by, or granted pursuant to this Article VI shall continue as\nto a person who has ceased to be a director, officer, employee or agent and\nshall inure to the benefit of the heirs, executors and administrators of such a\nperson.\n\n            6.10 Indemnification of Employees and Agents of the Corporation. The\ncorporation may, by action of the Board of Directors from time to time, grant\nrights to indemnification and advancement of expenses to employees and agents of\nthe corporation with the same scope and effect as the provisions of this Article\nVI with respect to the indemnification of directors and officers of the\ncorporation.\n\n            6.11 Definitions. For purposes of this Article VI:\n\n            (a) \"Affiliate\" includes any corporation, partnership, joint\nventure, employee benefit plan, trust or other enterprise directly or indirectly\nowned by the corporation.\n\n            (b) \"corporation\" includes all constituent corporations absorbed in\na consolidation or merger as well as the resulting or surviving corporation so\nthat any person who is or was a director, officer, employee or agent of such a\nconstituent corporation or is or was serving at the request of such constituent\ncorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise shall stand in the same\nposition under the provisions of this Article VI with respect to the resulting\nor surviving corporation as he would if he had served the resulting or surviving\ncorporation in the same capacity.\n\n            (c) \"Disinterested Director\" shall mean a director of the\ncorporation who is not or was not a party to the Proceeding in respect of which\nindemnification is being sought by Indemnitee.\n\n            (d) \"Independent Legal Counsel\" shall mean a law firm or lawyer that\nneither is presently nor in the past five years has been retained to represent:\n(i) the corporation or Indemnitee in any matter material to either such party or\n(ii) any other party to the Proceeding giving rise to a claim for\nindemnification hereunder. Notwithstanding the foregoing, the term `Independent\nCounsel\" shall not include any firm or person who, under the applicable\nstandards of professional conduct then prevailing, would have a conflict of\ninterest in representing either the corporation or Indemnitee in an action to\ndetermine Indemnitee's right to indemnification under theseBylaws. All fees and\nexpenses of the Independent Counsel incurred in connection with acting pursuant\nto these Bylaws shall be borne by the corporation.\n\n                                   ARTICLE VII\n                               RECORDS AND REPORTS\n\n      7.01 Maintenance and Inspection of Share Register. The corporation shall\nkeep at its principal executive office, or at the office of its transfer agent\nor registrar, if either be appointed and as determined by resolution of the\nBoard of Directors, a record of its stockholders, giving the names and addresses\nof all stockholders and the number and class of shares held by each stockholder.\n\n\n\n      7.02 Maintenance and Inspection of Bylaws. The corporation shall keep at\nits principal executive office, or if its principal executive office is not in\nthis State, at its principal business office in this State, the original or a\ncopy of the Bylaws as amended to date, which shall be open to inspection by the\nstockholders at all reasonable times during office hours. If the principal\nexecutive office of the corporation is outside this State and the corporation\nhas no principal business office in this State, the Secretary shall, upon the\nwritten request of any stockholder, furnish to such stockholder a copy of the\nBylaws as amended to date.\n\n      7.03 Maintenance and Inspection of Other Corporate Records. The accounting\nbooks and records and minutes of proceedings of the stockholders and the Board\nof Directors and any committee or committees of the Board of Directors shall be\nkept at such place or places designated by the Board of Directors, or, in the\nabsence of such designation, at the principal executive office of the\ncorporation. The minutes shall be kept in written form and the accounting books\nand records shall be kept either in written form or in any other form capable of\nbeing converted into written form. Such minutes and accounting books and records\nshall be open to inspection upon the written demand of any stockholder or holder\nof a voting trust certificate, at any reasonable time during usual business\nhours, for a purpose reasonably related to such holder's interests as a\nstockholder or as the holder of a voting trust certificate. Such inspection may\nbe made in person or by an agent or attorney, and shall include the right to\ncopy and make extracts. The foregoing rights of inspection shall extend to the\nrecords of each subsidiary corporation of the corporation.\n\n      7.04 Inspection by Directors. Every director shall have the absolute right\nat any reasonable time to inspect all books, records and documents of every kind\nand the physical properties of the corporation and each of its subsidiary\ncorporations. Such inspection by a director may be made in person or by agent or\nattorney and the right of inspection includes the right to copy and make\nextracts.\n\n      7.05 Annual Report to Stockholders. Unless otherwise expressly required by\nthe General Corporation Law of Delaware, or any other state, any rights to\nannual reports to stockholders is hereby expressly waived and dispensed with;\nprovided, that nothing herein set forth shall be construed to prohibit or\nrestrict the right of the Board to issue such annual or other periodic reports\nto the stockholders of the corporation as they may from time to time consider\nappropriate.\n\n                                  ARTICLE VIII\n                            GENERAL CORPORATE MATTERS\n\n      8.01 Record Date for Purposes Other Than Notice and Voting. For purposes\nof determining the stockholders entitled to receive payment of any dividend or\nother distribution or allotment of any rights or entitled to exercise any rights\nin respect of any other lawful action (other than action by stockholders by\nwritten consent without a meeting), the Board of Directors may fix, in advance,\na record date, which shall not be more than sixty (60) days prior to any such\naction, and in such case only stockholders of record on the date so fixed are\nentitled to receive the dividend, distribution or allotment of rights or to\nexercise the rights, as the case may be, notwithstanding any transfer of any\nshares on the books of the corporation after the record date fixed as aforesaid,\nexcept as otherwise provided in the General Corporation Law of Delaware.\n\n            If the Board of Directors does not so fix a record date, the record\ndate for determining stockholders for any such purpose shall be at the close of\nbusiness on the day on which the Board adopts the resolution relating thereto,\nor the sixtieth (60th) day prior to the date of such action, whichever is later.\n\n      8.02 Checks, Drafts, Evidences of Indebtedness. All checks, drafts or\nother orders for payment of money, notes or other evidences of indebtedness,\nissued in the name of or payable to the corporation, shall be signed or endorsed\nby such person or persons and in such manner as, from time to time, shall be\ndetermined by resolution of the Board of Directors.\n\n      8.03 Corporate Contracts and Instruments; How Executed. The Board of\nDirectors, except as otherwise provided in these Bylaws, may authorize any\nofficer or officers, agent or agents, to enter into any contract or execute\n\n\n\nany instrument in the name of and on behalf of the corporation, and such\nauthority may be general or confined to specific instances; and, unless so\nauthorized or ratified by the Board of Directors or within the agency power of\nan officer, no officer, agent or employee shall have any power or authority to\nbind the corporation by any contract or engagement or to pledge its credit or to\nrender it liable for any purpose or to any amount.\n\n      8.04 Certificates for Shares. A certificate or certificates for shares of\nthe capital stock of the corporation shall be issued to each stockholder when\nany such shares are fully paid, and the Board of Directors may authorize the\nissuance of certificates or shares as partly paid, provided that such\ncertificates shall state the amount of the consideration to be paid therefor and\nthe amount paid thereon. All certificates shall be signed in the name of the\ncorporation by the Chairman of the Board or Vice Chairman of the Board or the\nPresident or Vice President and by the Chief Financial Officer or an Assistant\nTreasurer or the Secretary or any Assistant Secretary, certifying the number of\nshares and the class or series of shares owned by the stockholder. Any or all of\nthe signatures on the certificates may be facsimile. In case any officer,\ntransfer agent or registrar who has signed or whose facsimile signature has been\nplaced upon a certificate shall have ceased to be such officer, transfer agent\nor registrar before such certificate is issued, it may be issued by the\ncorporation with the same effect as if such person were an officer, transfer\nagent or registrar at the date of issue.\n\n      8.05 Lost Certificates. Except as hereinafter in this Section 9.05\nprovided, no new certificates for shares shall be issued in lieu of an old\ncertificate unless the latter is surrendered to the corporation and cancelled at\nthe same time. The Board of Directors may in case any share certificate or\ncertificate for any other security is lost, stolen or destroyed, authorize the\nissuance of a new certificate in lieu thereof, upon such terms and conditions as\nthe Board may require, including provisions for indemnification of the\ncorporation secured by a bond or other adequate security sufficient to protect\nthe corporation against any claim that may be made against it, including any\nexpense or liability, on account of the alleged loss, theft or destruction of\nsuch certificate or the issuance of such new certificate.\n\n      8.06 Representation of Shares of Other Corporations. The Chairman of the\nBoard, the President, or any Vice President, or any other person authorized by\nresolution of the Board of Directors or by any of the foregoing designated\nofficers, is authorized to vote on behalf of the corporation any and all shares\nof any other corporation or corporations, foreign or domestic, standing in the\nname of the corporation. The authority herein granted to said officers to vote\nor represent on behalf of the corporation any and all shares held by the\ncorporation in any other corporation or corporations may be exercised by any\nsuch officer in person or by any person authorized to do so by proxy duly\nexecuted by said officer.\n\n      8.07 Construction and Definitions. Unless the context requires otherwise,\nthe general provisions, rules of construction and definitions in the General\nCorporation Law of Delaware shall govern the construction of the Bylaws. Without\nlimiting the generality of the foregoing, the singular number includes the\nplural, the plural number includes the singular, and the term \"person\" includes\nboth a corporation and a natural person.\n\n                                   ARTICLE IX\n                                   AMENDMENTS\n\n      The Board of Directors may from time to time make, amend, supplement or\nrepeal these Bylaws; provided, however, that the stockholders may change or\nrepeal any bylaw adopted by the Board of Directors; and provided, further, that\nno amendment or supplement to these Bylaws adopted by the Board of Directors\nshall vary or conflict with any amendment or supplement adopted by the\nstockholders.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9573,9574],"class_list":["post-41542","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","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\/41542","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=41542"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41542"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41542"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41542"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}