{"id":41564,"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-sandisk-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-sandisk-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-sandisk-corp.html","title":{"rendered":"Bylaws – SanDisk Corp."},"content":{"rendered":"

AMENDED AND RESTATED BYLAWS OF<\/strong><\/p>\n

SANDISK CORPORATION<\/strong><\/p>\n

(AMENDED AND RESTATED AS OF DECEMBER 14,
\n2011)<\/strong><\/p>\n<\/p>\n

\n

ARTICLE I<\/strong><\/p>\n<\/p>\n

\n

OFFICES<\/strong><\/p>\n

Section 1.<\/strong> The registered office shall be in the City of
\nWilmington, County of New Castle, State of Delaware.<\/p>\n

Section 2.<\/strong> The corporation may also have offices at such
\nother places both within and without the State of Delaware as the Board of
\nDirectors may from time to time determine or the business of the corporation may
\nrequire.<\/p>\n<\/p>\n

\n

ARTICLE II<\/strong><\/p>\n<\/p>\n

\n

MEETINGS OF STOCKHOLDERS<\/strong><\/p>\n

Section 1.<\/strong> All meetings of the stockholders for the election
\nof directors shall be held at such place, if any, either within or without the
\nState of Delaware as shall be designated from time to time by the Board of
\nDirectors and stated in the notice of the meeting. Meetings of stockholders for
\nany other purpose may be held at such time and place, if any, within or without
\nthe State of Delaware, as shall be stated in the notice of the meeting or in a
\nduly executed waiver of notice thereof.<\/p>\n

Section 2.<\/strong> Annual meetings of stockholders shall be held at
\nsuch place, if any, date and hour as shall be fixed by the Board of Directors
\nand stated in the notice of the meeting, at which the stockholders shall elect a
\nBoard of Directors, and transact such other business as may properly be brought
\nbefore the meeting.<\/p>\n

Section 3.<\/strong> Notice of the annual meeting stating the place,
\nif any, date and hour of the meeting shall be given to each stockholder entitled
\nto vote at such meeting as of the record date for determining stockholders
\nentitled to notice of the meeting not less than ten (10) nor more than sixty
\n(60) days before the date of the meeting.<\/p>\n

Section 4.<\/strong> The officer who has charge of the stock ledger of
\nthe corporation shall prepare and make, or cause a third party to prepare and
\nmake, at least ten (10) days before every meeting of stockholders, a complete
\nlist of the stockholders entitled to vote at the meeting (provided<\/u>,
\nhowever<\/u>, if the record date for determining the stockholders entitled to
\nvote is less than ten (10) days before the date of the meeting, the list shall
\nreflect the stockholders entitled to vote as of the tenth (10th<\/sup>) day
\nbefore the meeting date), arranged in alphabetical order, and showing the
\naddress of each stockholder and the number of shares registered in the name of
\neach stockholder. Such list shall be open to the examination of any stockholder,
\nfor any purpose germane to the meeting at least ten (10) days prior to the
\nmeeting (i) on a reasonably accessible electronic network, provided that the
\ninformation required to gain access to such list is provided with the notice of
\nmeeting or (ii) during ordinary business hours at the principal place of
\nbusiness of the corporation. If the meeting is to be held at a place, then a
\nlist of stockholders entitled to vote at the meeting shall be produced<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

and kept at the time and place of the meeting during the whole time thereof
\nand may be examined by any stockholder who is present. If the meeting is to be
\nheld solely by means of remote communication, then the list shall also be open
\nto the examination of any stockholder during the whole time of the meeting on a
\nreasonably accessible electronic network, and the information required to access
\nsuch list shall be provided with the notice of the meeting.<\/p>\n

Section 5.<\/strong> Special meetings of the stockholders, for any
\npurpose or purposes, unless otherwise prescribed by statute or by the
\ncertificate of incorporation, may be called by the chief executive officer or
\nthe chairman of the Board of Directors and shall be called by the chief
\nexecutive officer or secretary at the request in writing of a majority of the
\nBoard of Directors, or at the request in writing of stockholders owning at least
\na majority of the entire capital stock of the corporation issued and outstanding
\nand entitled to vote, which shall be delivered to the secretary. Such request
\nshall state the purpose or purposes of the proposed meeting.<\/p>\n

Section 6.<\/strong> Notice of a special meeting stating the place, if
\nany, date and hour of the meeting and the purpose or purposes for which the
\nmeeting is called, shall be given not less than ten (10) nor more than sixty
\n(60) days before the date of the meeting, to each stockholder entitled to vote
\nat such meeting as of the record date for determining stockholders entitled to
\nnotice of the meeting.<\/p>\n

Section 7.<\/strong> Business transacted at any special meeting of
\nstockholders shall be limited to the purposes stated in the notice.<\/p>\n

Section 8.<\/strong> The holders of a majority of the stock issued and
\noutstanding and entitled to vote thereat, present in person or represented by
\nproxy, shall constitute a quorum at all meetings of the stockholders for the
\ntransaction of business, except as otherwise provided by statute or by the
\ncertificate of incorporation. If, however, such quorum shall not be present or
\nrepresented at any meeting of the stockholders, the stockholders entitled to
\nvote thereon, present in person or represented by proxy, shall have power to
\nadjourn the meeting from time to time, without notice other than announcement at
\nthe meeting, until a quorum shall be present or represented. At such adjourned
\nmeeting at which a quorum shall be present or represented, any business may be
\ntransacted which might have been transacted at the meeting as originally
\nnotified. If the adjournment is for more than thirty (30) days, or if after the
\nadjournment a new record date is fixed for the adjourned meeting, a notice of
\nthe adjourned meeting shall be given to each stockholder of record entitled to
\nvote at the meeting.<\/p>\n

Section 9.<\/strong> When a quorum is present at any meeting, the vote
\nof the holders of a majority of the stock having voting power present in person
\nor represented by proxy shall decide any question brought before such meeting,
\nunless the question is one upon which by express provision of the certificate of
\nincorporation, these bylaws, the rules or regulations of any stock exchange
\napplicable to the corporation, or applicable law or pursuant to any regulation
\napplicable to the corporation or its securities, a different vote is required,
\nin which case such express provision shall govern and control the decision of
\nsuch question.<\/p>\n

Section 10.<\/strong> Unless otherwise provided in the certificate of
\nincorporation, each stockholder shall at every meeting of the stockholders be
\nentitled to one vote in person or by proxy for each share of the capital stock
\nhaving voting power held by such stockholder, but no proxy shall be voted on
\nafter three years from its date, unless the proxy provides for a longer period.
\nA proxy shall be irrevocable if it states that it is irrevocable and if, and
\nonly as long as, it is coupled with an interest sufficient in law to support an
\nirrevocable power.<\/p>\n

Section 11.<\/strong> Except as provided in Section 2 of Article III
\nof these bylaws, each director shall be elected by the vote of the majority of
\nthe votes cast with respect to that director153s election at any meeting for the
\nelection of directors at which a quorum is present, provided that if, at the
\nclose of the notice period set forth in Section 13 of this Article II, the
\nnumber of nominees exceeds the number of directors to be elected, the directors
\nshall be elected by the vote of a plurality of the votes cast. For purposes of
\nthis Section 11, a<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

majority of votes cast shall mean that the number of votes cast “for” a
\ndirector153s election exceeds the number of votes cast “against” that director153s
\nelection (with “abstentions” and “broker nonvotes” not counted as a vote cast
\neither “for” or “against” that director153s election).<\/p>\n

Section 12.<\/strong> Unless otherwise provided in the certificate of
\nincorporation, subject to the requirements of Section 5(C) of Article VI of
\nthese bylaws, any action required to be taken at any annual or special meeting
\nof stockholders of the corporation, or any action which may be taken at any
\nannual or special meeting of such stockholders, may be taken without a meeting,
\nwithout prior notice and without a vote, if a consent in writing, setting forth
\nthe action so taken, shall be signed by the holders of outstanding stock having
\nnot less than the minimum number of votes that would be necessary to authorize
\nor take such action at a meeting at which all shares entitled to vote thereon
\nwere present and voted. Prompt notice of the taking of the corporate action
\nwithout a meeting by less than unanimous written consent shall be given to those
\nstockholders who have not consented in writing.<\/p>\n

Section 13.<\/strong> (A)(1) Nominations of persons for election to
\nthe Board of Directors of the corporation and the proposal of other business to
\nbe considered by the stockholders may be made only at an annual meeting of
\nstockholders and only: (a) pursuant to the corporation153s notice of meeting (or
\nany supplement thereto), (b) by or at the direction of the Board of Directors or
\nany committee thereof, or (c) by any stockholder of the corporation who (i) was
\na stockholder of record of the corporation at the time the notice provided for
\nin this Section 13 is delivered to the secretary of the corporation, (ii) is
\nentitled to vote at the meeting, and (iii) complies with the notice procedures
\nset forth in this Section 13.<\/p>\n

(A)(2) For any nominations or other business to be properly brought before an
\nannual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
\nthis Section 13, the stockholder must have given timely notice thereof in
\nwriting to the secretary of the corporation and any such proposed business other
\nthan the nominations of persons for election to the Board of Directors must
\nconstitute a proper matter for stockholder action. To be timely, a stockholder153s
\nnotice shall be delivered to the secretary of the corporation at the principal
\nexecutive offices of the corporation not later than the close of business on the
\none hundred twentieth (120th<\/sup>) day nor earlier than the close of
\nbusiness on the one hundred fiftieth (150th<\/sup>) day prior to the first
\nanniversary of the preceding year153s annual meeting. In the event that the date
\nof the annual meeting is more than thirty (30) days before or more than seventy
\n(70) days after the first anniversary of the preceding year153s annual meeting,
\nnotice by the stockholder must be so delivered not later than the close of
\nbusiness on the later of the one hundred twentieth (120th<\/sup>) day prior
\nto such annual meeting or the tenth (10th<\/sup>) day following the day on
\nwhich public announcement of the date of such meeting is first made by the
\ncorporation). In no event shall the public announcement of an adjournment or
\npostponement of an annual meeting commence a new time period (or extend any time
\nperiod) for the giving of a stockholder153s notice as described above.<\/p>\n

(A)(3) Such stockholder153s notice shall set forth:<\/p>\n

(a) as to each person whom the stockholder proposes to nominate for election
\nas a director, (i) all information relating to such person that is required to
\nbe disclosed in solicitations of proxies for election of directors in an
\nelection contest, or is otherwise required, in each case pursuant to and in
\naccordance with Section 14A of the Securities Exchange Act of 1934, as amended
\n(the “Exchange Act<\/em><\/strong>“), and the rules and regulations
\npromulgated thereunder, and (ii) such person153s written consent to being named in
\nthe proxy statement as a nominee and to serving as a director if elected;<\/p>\n<\/p>\n

(b) as to any other business that the stockholder proposes to bring before
\nthe meeting, (i) a brief description of the business desired to be brought
\nbefore the meeting, (ii) the text of the proposal or business (including the
\ntext of any resolutions proposed for consideration and in the event that such
\nbusiness includes a proposal to amend the bylaws of the corporation, the
\nlanguage of the proposed amendment), (iii) the reasons for conducting such
\nbusiness at the meeting, and (iv) any material interest in<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

such business of such stockholder and the beneficial owner, if any, on whose
\nbehalf the proposal is made; and<\/p>\n<\/p>\n

(c) as to the stockholder giving the notice and the beneficial owner, if any,
\non whose behalf the nomination or proposal is made (i) the name and address of
\nsuch stockholder, as they appear on the corporation153s books, and of such
\nbeneficial owner, (ii) the class and number of shares of capital stock of the
\ncorporation which are owned beneficially and of record by such stockholder and
\nsuch beneficial owner, (iii) a description of any agreement, arrangement or
\nunderstanding with respect to the nomination or proposal between or among such
\nstockholder and\/or such beneficial owner, any of their respective affiliates or
\nassociates, and any others acting in concert with any of the foregoing,
\nincluding, in the case of a nomination, the nominee, (iv) a description of any
\nagreement, arrangement or understanding (including any derivative or short
\npositions, profit interests, options, warrants, convertible securities, stock
\nappreciation or similar rights, hedging transactions, and borrowed or loaned
\nshares) that has been entered into as of the date of the stockholder153s notice
\nby, or on behalf of, such stockholder and such beneficial owners, whether or not
\nsuch instrument or right shall be subject to settlement in underlying shares of
\ncapital stock of the corporation, the effect or intent of which is to mitigate
\nloss to, manage risk or benefit of share price changes for, or increase or
\ndecrease the voting power of, such stockholder or such beneficial owner, with
\nrespect to securities of the corporation, (v) a representation that the
\nstockholder is a holder of record of stock of the corporation entitled to vote
\nat such meeting and intends to appear in person or by proxy at the meeting to
\npropose such business or nomination, (vi) a representation whether the
\nstockholder or the beneficial owner, if any, intends or is part of a group which
\nintends (x) to deliver a proxy statement and\/or form of proxy to holders of at
\nleast the percentage of the corporation153s outstanding capital stock required to
\napprove or adopt the proposal or elect the nominee and\/or (y) otherwise to
\nsolicit proxies or votes from stockholders in support of such proposal or
\nnomination, and (vii) any other information relating to such stockholder and
\nbeneficial owner, if any, required to be disclosed in a proxy statement or other
\nfilings required to be made in connection with solicitations of proxies for, as
\napplicable, the proposal and\/or for the election of directors in an election
\ncontest pursuant to and in accordance with Section 14(a) of the Exchange Act and
\nthe rules and regulations promulgated thereunder.<\/p>\n<\/p>\n

The foregoing notice requirements shall be deemed satisfied by a stockholder
\nwith respect to business other than nominations if the stockholder has notified
\nthe corporation of his or her intention to present a proposal at an annual
\nmeeting in compliance with applicable rules and regulations promulgated under
\nthe Exchange Act and such stockholder153s proposal has been included in a proxy
\nstatement that has been prepared by the corporation to solicit proxies for such
\nannual meeting. The corporation may require any proposed nominee to furnish such
\nother information as it may reasonably require to determine the eligibility of
\nsuch proposed nominee to serve as a director of the corporation.<\/p>\n<\/p>\n

(A)(4) Notwithstanding anything in the second sentence of paragraph (A)(2) of
\nthis Section 13 to the contrary, in the event that the number of directors to be
\nelected to the Board of Directors of the corporation at an annual meeting is
\nincreased effective after the time period for which nominations would otherwise
\nbe due under paragraph (A)(2) of this Section 13 and there is no public
\nannouncement by the corporation naming the nominees for the additional
\ndirectorships at least one hundred (100) days prior to the first anniversary of
\nthe preceding year153s annual meeting, a stockholder153s notice required by this
\nSection 13 shall also be considered timely, but only with respect to nominees
\nfor the additional directorships, if it shall be delivered to the secretary at
\nthe principal executive offices of the corporation not later than the close of
\nbusiness on the tenth (10th<\/sup>) day following the day on which such
\npublic announcement regarding an increase in the number of directors to be
\nelected to the Board of Directors of the corporation at an annual<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

meeting is first made by the corporation.<\/p>\n<\/p>\n

(B)(1) Except as otherwise expressly provided in any applicable rule or
\nregulation promulgated under the Exchange Act, only such persons who are
\nnominated in accordance with the procedures set forth in this Section 13 shall
\nbe eligible to be elected at an annual meeting of stockholders of the
\ncorporation to serve as directors and only such business shall be conducted at a
\nmeeting of stockholders as shall have been brought before the meeting in
\naccordance with the procedures set forth in this Section 13. Except as otherwise
\nprovided by law, the chairman of the meeting shall have the power and duty (a)
\nto determine whether a nomination or any business proposed to be brought before
\nthe meeting was made or proposed, as the case may be, in accordance with the
\nprocedures set forth in this Section 13 (including whether the stockholder or
\nbeneficial owner, if any, on whose behalf the nomination or proposal is made
\nsolicited (or is part of a group which solicited) or did not so solicit, as the
\ncase may be, proxies or votes in support of such stockholder153s nominee or
\nproposal in compliance with such stockholder153s representation as required by
\nclause (A)(2)(c)(vi) of this Section 13), and (b) if any proposed nomination or
\nbusiness was not made or proposed in compliance with this Section 13, to declare
\nthat such nomination shall be disregarded or that such proposed business shall
\nnot be transacted. Notwithstanding the foregoing provisions of this Section 13,
\nunless otherwise required by law, if the stockholder (or a qualified
\nrepresentative of the stockholder) does not appear at the annual or special
\nmeeting of stockholders of the corporation to present a nomination or proposed
\nbusiness, such nomination shall be disregarded and such proposed business shall
\nnot be transacted, notwithstanding that proxies in respect of such vote may have
\nbeen received by the corporation. For purposes of this Section 13, to be
\nconsidered a qualified representative of the stockholder, a person must be a
\nduly authorized officer, manager or partner of such stockholder or must be
\nauthorized by a writing executed by such stockholder to act for such stockholder
\nas proxy at the meeting of stockholders and such person must produce such
\nwriting or a reliable reproduction of the writing at the meeting of
\nstockholders.<\/p>\n<\/p>\n

(B)(2) For purposes of this Section 13, “public announcement” shall include
\ndisclosure in a press release reported by the Dow Jones News Service, Associated
\nPress, other national news service or in a document publicly filed by the
\ncorporation with the Securities and Exchange Commission pursuant to Section 13,
\n14 or 15(d) of the Exchange Act and the rules and regulations promulgated
\nthereunder.<\/p>\n<\/p>\n

(B)(3) Notwithstanding the foregoing provisions of this Section 13, a
\nstockholder shall also comply with all applicable requirements of the Exchange
\nAct and the rules and regulations promulgated thereunder with respect to the
\nmatters set forth in this Section 13; provided<\/u>, however<\/u>, that any
\nreferences in these bylaws to the Exchange Act or the rules and regulations
\npromulgated thereunder are not intended to and shall not limit any requirements
\napplicable to nominations or proposals as to any other business to be considered
\npursuant to this Section 13 (including paragraph (A)(1)(c) hereof), and
\ncompliance with paragraphs (A)(1)(c) and (B) of this Section 13 shall be the
\nexclusive means for a stockholder to make nominations or submit other business
\n(other than, as provided in the penultimate sentence of (A)(2), business other
\nthan nominations brought properly under and in compliance with Rule 14a-8 of the
\nExchange Act, as may be amended from time to time). Nothing in this Section 13
\nshall be deemed to affect any rights (a) of stockholders to request inclusion of
\nproposals in the corporation153s proxy statement pursuant to applicable rules and
\nregulations promulgated under the Exchange Act or (b) of the holders of any
\nseries of Preferred Stock to elect directors pursuant to any applicable
\nprovisions of the certificate of incorporation.<\/p>\n<\/p>\n

Section 14.<\/strong> The date and time of the opening and the closing
\nof the polls for each matter upon which the stockholders will vote at a meeting
\nshall be announced at the meeting by the person presiding over<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

the meeting. The Board of Directors may adopt by resolution such rules and
\nregulations for the conduct of the meeting of stockholders as it shall deem
\nappropriate. Except to the extent inconsistent with such rules and regulations
\nas adopted by the Board of Directors, the person presiding over any meeting of
\nstockholders shall have the right and authority to convene and (for any or no
\nreason) to adjourn the meeting, to prescribe such rules, regulations and
\nprocedures and to do all such acts as, in the judgment of such presiding person,
\nare appropriate for the proper conduct of the meeting. Such rules, regulations
\nor procedures, whether adopted by the Board of Directors or prescribed by the
\npresiding person of the meeting, may include, without limitation, the following:
\n(i) the establishment of an agenda or order of business for the meeting; (ii)
\nrules and procedures for maintaining order at the meeting and the safety of
\nthose present; (iii) limitations on attendance at or participation in the
\nmeeting to stockholders entitled to vote at the meeting, their duly authorized
\nand constituted proxies or such other persons as the presiding person of the
\nmeeting shall determine; (iv) restrictions on entry to the meeting after the
\ntime fixed for the commencement thereof; and (v) limitations on the time
\nallotted to questions or comments by participants. The presiding person at any
\nmeeting of stockholders, in addition to making any other determinations that may
\nbe appropriate to the conduct of the meeting, shall, if the facts warrant,
\ndetermine and declare to the meeting that a matter or business was not properly
\nbrought before the meeting and if such presiding person should so determine,
\nsuch presiding person shall so declare to the meeting and any such matter or
\nbusiness not properly brought before the meeting shall not be transacted or
\nconsidered. Unless and to the extent determined by the Board of Directors or the
\nperson presiding over the meeting, meetings of stockholders shall not be
\nrequired to be held in accordance with the rules of parliamentary procedure.\n<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n<\/p>\n

\n

DIRECTORS<\/strong><\/p>\n

Section 1.<\/strong> The number of directors which shall constitute
\nthe whole Board of Directors shall be ten (10). Each director shall be elected
\nat the annual meeting of the stockholders except as provided in Section 2 of
\nthis Article III, and shall hold office until his or her successor is elected
\nand qualified.<\/p>\n

Section 2.<\/strong> Vacancies and newly created directorships
\nresulting from any increase in the authorized number of directors may only be
\nfilled by a majority of the directors then in office, though less than a quorum,
\nor by a sole remaining director, except that in the event a director is removed
\nby the stockholders for cause, the stockholders shall be entitled to fill the
\nvacancy created as a result of such removal. The directors so chosen shall serve
\nfor the remainder of the term of the vacated directorships being filled and
\nuntil their successors are duly elected and shall qualify, unless sooner
\ndisplaced. If there are no directors in office, then an election of directors
\nmay be held in the manner provided by statute.<\/p>\n

Section 3.<\/strong> The business of the corporation shall be managed
\nby or under the direction of its Board of Directors, which may exercise all such
\npowers of the corporation and do all such lawful acts and things as are not by
\nstatute or by the certificate of incorporation or by these bylaws directed or
\nrequired to be exercised or done by the stockholders.<\/p>\n<\/p>\n

\n

MEETINGS OF THE BOARD OF DIRECTORS<\/strong><\/p>\n

Section 4.<\/strong> The Board of Directors of the corporation may
\nhold meetings, both regular and special, either within or without the State of
\nDelaware.<\/p>\n

Section 5.<\/strong> Regular meetings of the Board of Directors may be
\nheld without notice at such time and at such place as shall from time to time be
\ndetermined by the Board of Directors.<\/p>\n

Section 6.<\/strong> Special meetings of the Board of Directors may be
\ncalled by the chief executive officer,<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

chairman or vice-chairman on five (5) days153 notice to each director by mail
\nor twenty-four (24) hours notice to each director either personally or by
\ntelephone, telegram, facsimile or other electronic transmission; special
\nmeetings shall be called by the chief executive officer or secretary in like
\nmanner and on like notice on the written request of two directors unless the
\nBoard of Directors consists of only one director, in which case special meetings
\nshall be called by the chief executive officer or secretary in like manner and
\non like notice on the written request of the sole director. A written waiver of
\nnotice, signed by the person entitled to such notice, or a waiver by electronic
\ntransmission by the person entitled to notice, whether before or after the time
\nof the meeting stated therein, shall be deemed equivalent to notice.<\/p>\n

Section 7.<\/strong> At all meetings of the Board of Directors a
\nmajority of the then existing directors shall constitute a quorum for the
\ntransaction of business, and the act of a majority of the directors present at
\nany meeting at which there is a quorum shall be the act of the Board of
\nDirectors, except as may be otherwise specifically provided by statute or by the
\ncertificate of incorporation. If a quorum shall not be present at any meeting of
\nthe Board of Directors, the directors present thereat may adjourn the meeting
\nfrom time to time, without notice other than announcement at the meeting, until
\na quorum shall be present.<\/p>\n

Section 8.<\/strong> Meetings of the Board of Directors shall be
\npresided over by the chairman of the Board of Directors, if any, or in his or
\nher absence by the vice-chairman, or if there is no vice-chairman, by the chief
\nexecutive officer, or in their absence by a chairman chosen at the meeting. The
\nsecretary shall act as secretary of the meeting, but in his or her absence the
\nchairman of the meeting may appoint any person to act as secretary of the
\nmeeting. The chairman of any meeting shall determine the order of business and
\nthe procedures at the meeting.<\/p>\n

Section 9.<\/strong> Unless otherwise restricted by the certificate of
\nincorporation or these bylaws, any action required or permitted to be taken at
\nany meeting of the Board of Directors or of any committee thereof may be taken
\nwithout a meeting, if all members of the Board of Directors or committee, as the
\ncase may be, consent thereto in writing or by electronic transmission and the
\nwriting or writings or electronic transmission or electronic transmissions are
\nfiled with the minutes of the proceedings of the Board of Directors or
\ncommittee.<\/p>\n

Section 10.<\/strong> Unless otherwise restricted by the certificate
\nof incorporation or these bylaws, members of the Board of Directors, or any
\ncommittee designated by the Board of Directors, may participate in a meeting of
\nthe Board of Directors, or any committee, by means of conference telephone or
\nother communications equipment by means of which all persons participating in
\nthe meeting can hear each other, and such participation in a meeting shall
\nconstitute presence in person at the meeting.<\/p>\n<\/p>\n

\n

COMMITTEES OF DIRECTORS<\/strong><\/p>\n

Section 11.<\/strong> The Board of Directors may designate one or more
\ncommittees, each committee to consist of one or more of the directors of the
\ncorporation. 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 the committee.<\/p>\n

In the absence or disqualification of a member of a committee, the member or
\nmembers thereof present at any meeting and not disqualified from voting, whether
\nor not he\/she or they constitute a quorum, may unanimously appoint another
\nmember of the Board of Directors to act at the meeting in the place of any such
\nabsent or disqualified member.<\/p>\n

Section 12.<\/strong> Any such committee, to the extent provided in
\nthe resolution of the Board of Directors, shall have and may exercise all the
\npowers and authority of the Board of Directors in the management of the business
\nand affairs of the corporation, and may authorize the seal of the corporation to
\nbe affixed to all papers which may require it; but no such committee shall have
\nthe power or authority in reference to the<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

following matters: (i) approving or adopting, or recommending to the
\nstockholders, any action or matter (other than the election or removal of
\ndirectors) expressly required by the General Corporation Law of the State of
\nDelaware to be submitted to stockholders for approval or (ii) adopting, amending
\nor repealing any bylaw of the Corporation. Such committee or committees shall
\nhave such name or names as may be determined from time to time by resolution
\nadopted by the Board of Directors. The corporation has, by resolution of the
\nBoard of Directors, elected to be governed by the provisions of Section
\n141(c)(2) of the General Corporation Law of the State of Delaware.<\/p>\n

Section 13.<\/strong> Each committee shall keep regular minutes of its
\nmeetings and report the same to the Board of Directors when required.<\/p>\n<\/p>\n

\n

COMPENSATION OF DIRECTORS<\/strong><\/p>\n

Section 14.<\/strong> Unless otherwise restricted by the certificate
\nof incorporation or these bylaws, the Board of Directors shall have the
\nauthority to fix the compensation of directors. Director compensation may
\ninclude, among other things, payment of their expenses, if any, of attendance at
\neach meeting of the Board of Directors, payment of a fixed sum for attendance at
\neach meeting of the Board of Directors or payment of a stated salary as
\ndirector. No such payment shall preclude any director from serving the
\ncorporation in any other capacity and receiving compensation therefor. Members
\nof special or standing committees may be allowed like compensation for attending
\ncommittee meetings.<\/p>\n<\/p>\n

\n

REMOVAL OF DIRECTORS<\/strong><\/p>\n

Section 15.<\/strong> Unless otherwise restricted by the certificate
\nof incorporation or by law, any director or the entire Board of Directors may be
\nremoved, with or without cause, by the holders of a majority of shares entitled
\nto vote at an election of directors.<\/p>\n<\/p>\n

\n

ARTICLE IV<\/strong><\/p>\n<\/p>\n

\n

NOTICES<\/strong><\/p>\n

Section 1.<\/strong> Whenever, under the provisions of the statutes or
\nof the certificate of incorporation or of these bylaws, notice is required to be
\ngiven to any director or stockholder, such notice may be given in writing, by
\nmail, addressed to such director or stockholder, at his or her address as it
\nappears on the records of the corporation, with postage thereon prepaid, and
\nsuch notice shall be deemed to be given at the time when the same shall be
\ndeposited in the United States mail. An affidavit of the secretary or an
\nassistant secretary or of the transfer agent of the corporation that the notice
\nhas been given shall, in the absence of fraud, be prima facie evidence of the
\nfacts stated therein. Notice to directors may also be given personally or by
\ntelephone, telegram, telecopier or other means of electronic transmission.<\/p>\n

Section 2.<\/strong> Whenever any notice is required to be given under
\nthe provisions of the statutes or of the certificate of incorporation or of
\nthese bylaws, a waiver thereof in writing, signed by the person or persons
\nentitled to said notice, or a waiver by electronic transmission by the person
\nentitled to notice, whether before or after the time stated therein, shall be
\ndeemed equivalent thereto. Attendance of a person at a meeting shall constitute
\na waiver of notice of such meeting, except when the person attends a meeting for
\nthe express purpose of objecting, at the beginning of the meeting, to the
\ntransaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at, nor the purpose of, any
\nregular or special meeting of the stockholders need be specified in any waiver
\nof notice unless so required by the certificate of incorporation or these
\nbylaws.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n<\/p>\n

\n

OFFICERS<\/strong><\/p>\n

Section 1.<\/strong> The Board of Directors shall designate certain
\nofficers of the corporation as executive officers of the corporation, and such
\nexecutive officers shall include the president, the chief executive officer, the
\nchief financial officer, and such other officers as the Board of Directors may
\ndesignate and may include the chairman or vice-chairman.<\/p>\n

The Board of Directors may also create other offices of the corporation that
\nare not designated as executive offices and such non-executive offices may
\ninclude one or more vice-presidents, a secretary, assistant secretaries, a
\ntreasurer, a controller and other assistants to the chief financial officer.\n<\/p>\n

Section 2.<\/strong> The non-executive officers of the corporation may
\nbe appointed by the Board of Directors or by the chief executive officer. Any
\nnumber of offices may be held by the same person, unless the certificate of
\nincorporation or these bylaws otherwise provide.<\/p>\n

Section 3.<\/strong> The Board of Directors at its first meeting after
\neach annual meeting of stockholders shall choose a president, a chief executive
\nofficer, a chief financial officer and such other executive officers as the
\nBoard of Directors may elect.<\/p>\n

Section 4.<\/strong> With respect to the non-executive offices
\nestablished by the Board of Directors, the Board of Directors or, if so
\ndelegated to the chief executive officer, the chief executive officer, may
\nappoint such other non-executive officers, who shall hold their offices for such
\nterms and shall exercise such powers and perform such duties as shall be
\ndetermined from time to time by the Board of Directors or by the chief executive
\nofficer.<\/p>\n

Section 5.<\/strong> The compensation of all the executive officers of
\nthe corporation shall be fixed by the Board of Directors, and the salaries of
\nall the non-executive officers of the corporation shall be fixed by the Board of
\nDirectors or, if so delegated by the Board, by the chief executive officer.<\/p>\n

Section 6.<\/strong> The officers of the corporation shall hold office
\nuntil their successors are duly elected and qualified. Any officer elected or
\nappointed by the Board of Directors may be removed at any time by the
\naffirmative vote of a majority of the Board of Directors. Any non-executive
\nofficer appointed by the chief executive officer may be removed at any time by
\nsuch person. Any vacancy occurring in any office of the corporation appointed by
\nthe Board of Directors shall be filled by the Board of Directors, and any
\nvacancy occurring in any non-executive office of the corporation appointed by
\nthe chief executive officer shall be filled by the Board of Directors or by the
\nchief executive officer.<\/p>\n<\/p>\n

\n

THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD<\/strong>\n<\/p>\n

Section 7.<\/strong> The chairman of the Board of Directors, if any,
\nshall preside at all meetings of the Board of Directors and of the stockholders
\nat which he\/she shall be present. He\/she shall have and may exercise such powers
\nas are, from time to time, assigned to him\/her by the Board of Directors and as
\nmay be provided by law. The Board of Directors may appoint a vice-chairman who
\nshall have and may exercise such powers as are, from time to time, assigned to
\nhim\/her by the Board of Directors.<\/p>\n

Section 8.<\/strong> In the absence of the chairman of the Board of
\nDirectors, the vice-chairman of the Board of Directors, if any, and if there is
\nno vice-chairman of the Board of Directors, the chief executive officer, shall
\npreside at all meetings of the Board of Directors and of the stockholders at
\nwhich he\/she shall be present and in their absence by a chairman chosen at the
\nmeeting. He\/she shall have and may exercise such powers as are, from time to
\ntime, assigned to him\/her by the Board of Directors and as may be provided by
\nlaw.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

\n

THE PRESIDENT, CHIEF EXECUTIVE OFFICER AND
\nVICE-PRESIDENT<\/strong><\/p>\n

Section 9.<\/strong> The president, unless the Board of Directors has
\nappointed a separate chief executive officer, shall be the chief executive
\nofficer of the corporation. The president and the chief executive officer shall
\nbe responsible for the general and active management of the business of the
\ncorporation and shall see that all orders and resolutions of the Board of
\nDirectors are carried into effect.<\/p>\n

Section 10.<\/strong> The president, the chief executive officer or
\nany vice-president shall execute bonds, mortgages and other contracts requiring
\na seal, under the seal of the corporation, except where required or permitted by
\nlaw to be otherwise signed and executed and except where the signing and
\nexecution thereof shall be expressly delegated by the Board of Directors to some
\nother officer or agent of the corporation.<\/p>\n

Section 11.<\/strong> In the absence of the president or in the event
\nof his or her inability or refusal to act, the vice-president, if any, (or in
\nthe event there be more than one vice-president, the vice-presidents in the
\norder designated by the directors, or in the absence of any designation, then in
\nthe order of their election) shall perform the duties of the president, and when
\nso acting, shall have all the powers of and be subject to all the restrictions
\nupon the president. The vice- presidents shall perform such other duties and
\nhave such other powers as the Board of Directors may from time to time
\nprescribe.<\/p>\n<\/p>\n

\n

THE SECRETARY AND ASSISTANT SECRETARY<\/strong><\/p>\n

Section 12.<\/strong> The secretary shall attend all meetings of the
\nBoard of Directors and all meetings of the stockholders (and in his or her
\nabsence a secretary of the meeting chosen by the Board of Directors or the
\nchairman of the Board of Directors at the meeting), and record all the
\nproceedings of the meetings of the corporation and of the Board of Directors in
\na book to be kept for that purpose and shall perform like duties for the
\nstanding committees when required. He\/she shall give, or cause to be given,
\nnotice of all meetings of the stockholders and special meetings of the Board of
\nDirectors, and shall perform such other duties as may be prescribed by the Board
\nof Directors or president, under whose supervision he\/she shall be. He\/she shall
\nhave custody of the corporate seal of the corporation, and he, or an assistant
\nsecretary, shall have authority to affix the same to any instrument requiring it
\nand when so affixed, it may be attested by his or her signature or by the
\nsignature of such assistant secretary. The Board of Directors may give general
\nauthority to any other officer to affix the seal of the corporation and to
\nattest the affixing by his or her signature.<\/p>\n

Section 13.<\/strong> The assistant secretary, or if there be more
\nthan one, the assistant secretaries in the order determined by the Board of
\nDirectors (or if there be no such determination, then in the order of their
\nelection) shall, in the absence of the secretary or in the event of his or her
\ninability or refusal to act, perform the duties and exercise the powers of the
\nsecretary and shall perform such other duties and have such other powers as the
\nBoard of Directors may from time to time prescribe.<\/p>\n<\/p>\n

\n

THE CHIEF FINANCIAL OFFICER<\/strong><\/p>\n

Section 14.<\/strong> 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 at all reasonable times be open to inspection by any director.\n<\/p>\n

Section 15.<\/strong> The chief financial officer shall deposit all
\nmoney and other valuables in the name and to the credit of the corporation with
\nsuch depositaries as may be designated by the Board of Directors. He\/she shall
\ndisburse the funds of the corporation as may be ordered by the Board of
\nDirectors, shall render to the president, the chief executive officer and
\ndirectors, whenever they request it, an account of all of his<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

or her transactions as chief financial officer and of the financial condition
\nof the corporation, and shall have such other powers and perform such other
\nduties as may be prescribed by the Board of Directors or these bylaws.<\/p>\n

Section 16.<\/strong> The treasurer, controller and the other
\nassistants to the chief financial officer in the order determined by the Board
\nof Directors or the chief executive officer (or if there be no such
\ndeterminations then in the order of their election) shall, in the absence of the
\nchief financial officer or in the event of his or her inability or refusal to
\nact, perform the duties and exercise the powers of the chief financial officer
\nand shall perform such other duties and have such other powers as the Board of
\nDirectors or the chief executive officer may from time to time prescribe.<\/p>\n

ARTICLE VI<\/strong><\/p>\n<\/p>\n

\n

CERTIFICATE OF STOCK<\/strong><\/p>\n

Section 1.<\/strong> The corporation153s stock may be certificated or
\nuncertificated as provided under Delaware law, and shall be entered in the books
\nof the corporation and registered as shares are issued. Every holder of stock in
\nthe corporation represented by certificates shall be entitled to have a
\ncertificate, signed by, or in the name of the corporation by, the chairman or
\nvice-chairman of the Board of Directors, or the president or a vice-president
\nand the treasurer or an assistant treasurer, or the secretary or an assistant
\nsecretary of the corporation, representing the number of shares registered in
\ncertificate form in the name of the holder.<\/p>\n

Certificates may be issued for partly paid shares and in such case upon the
\nface or back of the certificates issued to represent any such partly paid
\nshares, or upon the books and records of the corporation in the case of
\nuncertificated partly paid shares, the total amount of the consideration to be
\npaid therefor, and the amount paid thereon shall be specified.<\/p>\n

If the corporation shall be authorized to issue more than one class of stock
\nor more than one series of any class, the powers, designations, preferences and
\nrelative, participating, optional or other special rights of each class of stock
\nor series thereof and the qualification, limitations or restrictions of such
\npreferences and\/or rights for certificated shares shall be set forth in full or
\nsummarized on the face or back of the certificate which the corporation shall
\nissue to represent such class or series of stock, provided that, except as
\notherwise provided in section 202 of the General Corporation Law of the State of
\nDelaware, in lieu of the foregoing requirements, there may be set forth on the
\nface or back of the certificate which the corporation shall issue to represent
\nsuch class or series of stock, a statement that the corporation will furnish
\nwithout charge to each stockholder who so requests the powers, designations,
\npreferences and relative, participating, optional or other special rights of
\neach class of stock or series thereof and the qualifications, limitations or
\nrestrictions of such preferences and\/or rights. Within a reasonable time after
\nthe issuance or transfer of uncertificated stock, the corporation shall send to
\nthe registered owner thereof a written notice containing the information
\nrequired to be set forth or stated on certificates pursuant to section 151, 156,
\n202(a) or 218(a) of the General Corporation Law of the State of Delaware a
\nstatement that the corporation will furnish without charge to each stockholder
\nwho so requests the powers, designations, preferences and relative
\nparticipating, optional or other special rights of each class of stock or series
\nthereof and the qualifications, limitations or restrictions of such preferences
\nand\/or rights. Except as otherwise expressly provided by law, the rights and
\nobligations of the holders of uncertificated stock and the rights and
\nobligations of the holders of certificates representing stock of the same class
\nand series shall be identical.<\/p>\n

Section 2.<\/strong> Any of or all the signatures on the certificate
\nmay be facsimile. In case any officer, transfer agent or registrar who has
\nsigned or whose facsimile signature has been placed upon a certificate shall
\nhave 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 he\/she were such officer, transfer agent or registrar at the date of
\nissue.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

\n

LOST CERTIFICATES<\/strong><\/p>\n

Section 3.<\/strong> The Board of Directors may direct a new
\ncertificate or certificates of stock or uncertificated shares to be issued in
\nplace of any certificate or certificates theretofore issued by the corporation
\nalleged to have been lost, stolen or destroyed, upon the making of an affidavit
\nof that fact by the person claiming the certificate of stock to be lost, stolen
\nor destroyed. When authorizing such issue of a new certificate or certificates
\nof stock or uncertificated shares, the Board of Directors may, in its discretion
\nand as a condition precedent to the issuance thereof, require the owner of such
\nlost, stolen or destroyed certificate or certificates, or his or her legal
\nrepresentative, to give the corporation a bond in such sum sufficient to
\nindemnify it against any claim that may be made against the corporation with
\nrespect to the certificate alleged to have been lost, stolen or destroyed.<\/p>\n<\/p>\n

TRANSFER OF STOCK<\/strong><\/p>\n

Section 4.<\/strong> Upon surrender to the corporation or the transfer
\nagent of the corporation of a certificate for shares duly endorsed or
\naccompanied by proper evidence of succession, assignation or authority to
\ntransfer, it shall be the duty of the corporation to either issue a new
\ncertificate or provide evidence of the issuance of uncertificated shares to the
\nperson entitled thereto, cancel the old certificate and record the transaction
\nupon its books.<\/p>\n<\/p>\n

\n

FIXING RECORD DATE<\/strong><\/p>\n

Section 5.<\/strong> In order that the corporation may determine the
\nstockholders entitled to notice of or to vote at any meeting of stockholders or
\nany adjournment thereof, or to express consent to corporate action in writing
\nwithout a meeting, or entitled to receive payment of any dividend or other
\ndistribution or allotment of any rights, or entitled to exercise any rights in
\nrespect of any change, conversion or exchange of stock, or for the purpose of
\nany other lawful action, the Board of Directors may fix, in advance, a record
\ndate, which shall not be more than sixty (60) nor less than ten (10) days before
\nthe date of such meeting, nor more than sixty (60) days prior to any other
\naction as hereinbefore described, nor, for a consent to corporate action in
\nwriting without a meeting, more than ten (10) days after the date upon which the
\nresolution fixing the record date is adopted by the Board of Directors. A
\ndetermination of stockholders of record entitled to notice of or to vote at a
\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,
\nhowever, that the Board of Directors may fix a new record date for the adjourned
\nmeeting.<\/p>\n

Any stockholder of record seeking to have the stockholders authorize or take
\ncorporate action by written consent shall, by written notice to the secretary of
\nthe corporation, request the Board of Directors to fix a record date for such
\nconsent. Such request shall include a brief description of the action to be
\ntaken. The Board of Directors shall, within ten (10) days after the date on
\nwhich such request is received, adopt a resolution fixing the record date. Such
\nrecord date shall not precede the date upon which the resolution fixing the
\nrecord date is adopted by the Board of Directors, and shall not be more than ten
\n(10) days after the date upon which the resolution fixing the record date is
\nadopted by the Board of Directors. Every written consent shall bear the date of
\nsignature of each stockholder who signs the consent and no written consent shall
\nbe effective to take the corporate action referred to therein unless, within
\nsixty (60) days after the earliest dated written consent received, a valid
\nwritten consent or valid written consents signed by a sufficient number of
\nstockholders to take such action are delivered to the corporation in the manner
\nprescribed by this Section 5 and applicable law and not revoked. In addition,
\nthe corporation shall be entitled to engage independent inspectors of elections
\nto promptly perform a ministerial review of the validity of the written
\nconsents. No action by written consent shall be effective until such inspectors
\nhave completed their review. Nothing<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

contained in this Section 5 shall be construed to imply that the Board of
\nDirectors or any stockholder shall not be entitled to contest the validity of
\nany consent, whether before or after such certification by the independent
\ninspectors, or to take any other action (including, without limitation, the
\ncommencement, prosecution or defense of any litigation with respect thereto, and
\nthe seeking of injunctive relief in such litigation).<\/p>\n<\/p>\n

REGISTERED STOCKHOLDERS<\/strong><\/p>\n

Section 6.<\/strong> The corporation shall be entitled to recognize
\nthe exclusive right of a person registered on its books as the owner of shares
\nto receive dividends, and to vote as such owner, and to hold liable for calls
\nand assessments a person registered on its books as the owner of shares and
\nshall not be bound to recognize any equitable or other claim to or interest in
\nsuch share or shares on the part of any other person, whether or not it shall
\nhave express or other notice thereof, except as otherwise provided by the laws
\nof Delaware.<\/p>\n

ARTICLE VII<\/strong><\/p>\n<\/p>\n

\n

GENERAL PROVISIONS<\/strong><\/p>\n

DIVIDENDS<\/strong><\/p>\n

Section 1.<\/strong> Dividends upon the capital stock of the
\ncorporation, subject to the provisions of the certificate of incorporation, if
\nany, may be declared by the Board of Directors at any regular or special
\nmeeting, pursuant to law. Dividends may be paid in cash, in property, or in
\nshares of the capital stock, subject to the provisions of the certificate of
\nincorporation.<\/p>\n

Section 2.<\/strong> Before payment of any dividend, there may be set
\naside out of any funds of the corporation available for dividends such sum or
\nsums as the directors from time to time, in their absolute discretion, think
\nproper as a reserve or reserves to meet contingencies, or for equalizing
\ndividends, or for repairing or maintaining any property of the corporation, or
\nfor such other purposes as the directors shall think conducive to the interest
\nof the corporation, and the directors may modify or abolish any such reserve in
\nthe manner in which it was created.<\/p>\n<\/p>\n

\n

CHECKS<\/strong><\/p>\n

Section 3.<\/strong> All checks or demands for money and notes of the
\ncorporation shall be signed by such officer or officers or such other person or
\npersons as the Board of Directors may from time to time designate.<\/p>\n<\/p>\n

\n

FISCAL YEAR<\/strong><\/p>\n

Section 4.<\/strong> The fiscal year of the corporation shall be fixed
\nby resolution of the Board of Directors.<\/p>\n<\/p>\n

\n

SEAL<\/strong><\/p>\n

Section 5.<\/strong> The Board of Directors may adopt a corporate seal
\nhaving inscribed thereon the name of the corporation, the year of its
\norganization and the words “Corporate Seal, Delaware” The seal may be used by
\ncausing it or a facsimile thereof to be impressed or affixed or reproduced or
\notherwise.<\/p>\n<\/p>\n

\n

CORPORATION STOCKHOLDINGS<\/strong><\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Section 6.<\/strong> The chairman of the Board of Directors, the
\npresident, the chief executive officer, the chief financial officer, or any
\nother person authorized by the Board of Directors is authorized to vote,
\nrepresent and exercise on behalf of this corporation all rights incident to any
\nand all shares of any other entity or entities standing in the name of this
\ncorporation. The authority granted herein may be exercised either by such person
\ndirectly or by any other person authorized to do so by proxy or power of
\nattorney duly executed by such person having the authority.<\/p>\n

ARTICLE VIII<\/strong><\/p>\n<\/p>\n

\n

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES<\/strong>\n<\/p>\n

Section 1.<\/strong> The corporation shall indemnify its officers and
\ndirectors to the full extent and in the manner permitted by the General
\nCorporation Law of Delaware and the corporation153s certificate of incorporation
\n(as each presently exists or may hereafter be amended) against expenses
\n(including attorneys153 fees), judgments, fines, settlements and other amounts
\nactually and reasonably incurred in connection with a threatened, pending or
\ncompleted action, suit or proceeding, whether civil, criminal, administrative or
\ninvestigative (the “Proceeding<\/em><\/strong>“), that is arising by
\nreason of the fact such person is or was a director or an officer of the
\ncorporation or, while a director or an officer of the corporation, is or was
\nserving as director, officer, employee or agent of another corporation, or of a
\npartnership, joint venture, trust, enterprise or nonprofit entity, at the
\ncorporation153s request. Notwithstanding the preceding sentence, except as
\notherwise provided in Section 3 of this Article VIII, the corporation shall be
\nrequired to indemnify its directors and officers in connection with a Proceeding
\n(or part thereof) commenced by such person only if the commencement of such
\nProceeding (or part thereof) by the person was authorized in the specific case
\nby the Board of Directors of the corporation.<\/p>\n

The corporation shall have the power, to the extent and in the manner
\npermitted by the General Corporation Law of Delaware and the corporation153s
\ncertificate of incorporation (as each presently exists or may hereafter be
\namended), to indemnify each of its employees and agents (in addition to
\ndirectors and officers) against expenses (including attorneys153 fees), judgments,
\nfines, settlements, and other amounts actually and reasonably incurred in
\nconnection with a Proceeding, arising by reason of the fact that such person is
\nor was an agent of the corporation or, while an employee or agent of the
\ncorporation, is or was serving as a director or an officer, employee or agent of
\nanother corporation, or of a partnership, joint venture, trust, enterprise or
\nnonprofit entity, at the corporation153s request. For purposes of this Section, an
\n“employee” or “agent” of the corporation includes any person (i) who is or was
\nan employee or agent of the corporation, or (ii) who is or was serving at the
\ncorporation153s request as an employee or agent of another corporation or of a
\npartnership, joint venture, trust, enterprise or nonprofit entity.<\/p>\n<\/p>\n

Section 2.<\/strong> The corporation, to the fullest extent not
\nprohibited by law, shall pay in advance of its final disposition the reasonable
\nexpenses (including attorneys153 fees) incurred by a director, officer or employee
\nor agent the corporation indemnifies (each, a “Covered
\nPerson<\/em><\/strong>“) in defending a Proceeding, by reason of the fact that
\nhe\/she is or was a director, an officer, an employee or an agent of the
\ncorporation, or while a director, an officer, an employee or an agent of the
\ncorporation, is or was serving as a director or an officer, employee or agent of
\nanother corporation, or of a partnership, joint venture, trust, enterprise or
\nnonprofit entity, at the corporation153s request provided, however, that to the
\nextent required by law, such payment of expenses in advance of the final
\ndisposition of the proceeding shall be made only upon receipt of an undertaking
\nby the Covered Person to repay all amounts advanced if it should be ultimately
\ndetermined that the Covered Person is not entitled to be indemnified under this
\nArticle VIII, the General Corporation Law of Delaware or otherwise.<\/p>\n

Section 3.<\/strong> If a claim for indemnification (following the
\nfinal disposition of such Proceeding) or<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

advancement of expenses under this Article VIII is not paid in full within
\nthirty (30) days after a written claim therefor by the Covered Person has been
\nreceived by the corporation, the Covered Person may file suit to recover the
\nunpaid amount of such claim and, if successful in whole or in part, shall be
\nentitled to be paid the expense of prosecuting such claim to the fullest extent
\npermitted by law. In any such action the corporation shall have the burden of
\nproving that the Covered Person is not entitled to the requested indemnification
\nor advancement of expenses under applicable law.<\/p>\n

Section 4.<\/strong> The rights conferred on any Covered Person by
\nthis Article VIII shall not be deemed exclusive of any other rights which such
\nCovered Person may be entitled or hereafter acquire under any statute, provision
\nof the certificate of incorporation, these bylaws, agreement, vote of
\nstockholders or disinterested directors or otherwise.<\/p>\n

Section 5.<\/strong> Any right to indemnification or to advancement of
\nexpenses of any Covered Person arising hereunder shall not be eliminated or
\nimpaired by an amendment to or repeal of these bylaws after the occurrence of
\nthe act or omission that is the subject of the civil, criminal, administrative
\nor investigative action, suit or proceeding for which indemnification or
\nadvancement of expenses is sought.<\/p>\n

Section 6.<\/strong> This Article VIII shall not limit the right of
\nthe corporation, to the extent and in the manner permitted by law, to indemnify
\nand to advance expenses to persons other than Covered Persons when and as
\nauthorized by appropriate corporate action.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n<\/p>\n

\n

AMENDMENTS<\/strong><\/p>\n

Section 1.<\/strong> These bylaws may be altered, amended or repealed
\nor new bylaws may be adopted by the stockholders or by the Board of Directors,
\nwhen such power is conferred upon the Board of Directors by the certificate of
\nincorporation, at any regular meeting of the stockholders or of the Board of
\nDirectors or at any special meeting of the stockholders or of the Board of
\nDirectors if notice of such alteration, amendment, repeal or adoption of new
\nbylaws be contained in the notice of such special meeting. If the power to
\nadopt, amend or repeal bylaws is conferred upon the Board of Directors by the
\ncertificate of incorporation, it shall not divest or limit the power of the
\nstockholders to adopt, amend or repeal bylaws.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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