Article XSHAREHOLDER ACTION
Subject to the rights of the holders of Preferred Stock, any action required or permitted to be taken at any annual or special meeting of shareholders of the
Corporation may be taken only upon the vote of the shareholders at an annual or special meeting duly called and may not be taken by written consent of the shareholders.
Bylaws may establish procedures regulating the submission by shareholders of nominations and proposals for consideration at meetings of shareholders of the Corporation.
Article XISPECIAL MEETINGS
Subject to the rights of the holders of Preferred Stock, special meetings of the shareholders may be called at any time only by the Board of Directors pursuant to
a resolution adopted by the affirmative vote of a majority of the total number of directors then in office or by the chairman of the Board of Directors.
Article XIIAMENDMENT OF CERTIFICATE OF INCORPORATION
Subject to any requirement of applicable law or any other provision of this Certificate of Incorporation and to any voting rights granted to or held by the
holders of any series of Preferred Stock, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the DGCL at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article. In addition to any affirmative vote required by applicable law or any other provision of this Certificate of Incorporation or specified in
any agreement, and in addition to any voting rights granted to or held by the holders of any series of Preferred Stock, the affirmative vote of the holders of not less than 662/3% of
the voting power of the outstanding Common Stock shall be required to amend, add, alter, change, repeal or adopt any provisions inconsistent with this Certificate of Incorporation.
Article XIIIAMENDMENT OF BY-LAWS
The Board of Directors is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the total number of
directors then in office at any regular or special meeting of the Board of Directors or by written consent. The shareholders of the Corporation may not adopt, amend or repeal any Bylaw, and no
provision inconsistent therewith shall be adopted by the shareholders, unless such action is approved by the affirmative vote of the holders of not less than 662/3% of the voting power
of the outstanding Common Stock.
Except as otherwise defined in this Certificate of Incorporation, the following terms shall have the meanings ascribed to them below:
(a) "beneficial ownership" shall have the meaning given to such term in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934.
(b) "corporate opportunities" shall include, but not be limited to, business opportunities which (i) the Corporation
is financially able to undertake; (ii) are, from their nature, in the line or lines of the Corporation's business; (iii) are of practical advantage to the Corporation; (iv) are
ones in which the Corporation has an interest or reasonable expectancy; and (v) are ones in which, by