of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment); (3) the reasons for
conducting such business at the meeting; and (4) any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal or nomination is made;
to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal or nomination is made, (1) the name and address of such
shareholder, as they appear on the Corporation's books, and of such beneficial owner; (2) the class and number of shares of the Corporation that are owned beneficially and held of record by
such shareholder and such beneficial owner; (3) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business or nomination; and (4) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which
intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding shares of capital stock required to approve or adopt the
proposal or elect the nominee; and/or (y) otherwise to solicit proxies from shareholders in support of such proposal or nomination.
foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his or her intention to present a proposal or nomination
at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such shareholder's proposal or nomination has been included in a proxy statement that
has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to
determine the eligibility of such proposed nominee to serve as a director of the Corporation. In addition, a shareholder seeking to bring an item of business before the annual meeting shall promptly
provide any other information reasonably requested by the Corporation.
anything in paragraph (a)(iii) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an
annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this Section shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made
by the Corporation.
such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting
(i) by or at the direction of the Board of Directors; or (ii) provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this Section is delivered to the Secretary, who is entitled to vote
at the meeting and upon such election and who complies with the notice procedures set forth in this Section.
the foregoing provisions of this Section, a shareholder who seeks to have any proposal included in the Corporation's proxy materials must provide notice as required by