required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation
such persons written consent to being named in the proxy statement, if any, as a nominee and to
serving as a director if elected); and (b) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (i) of this Section 2.4. At the request of the board
of directors, any person nominated by a stockholder for election as a director shall furnish to
the secretary of the corporation that information required to be set forth in the stockholders
notice of nomination which pertains to the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures set forth in this
paragraph (ii). The chairman of the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting, and the defective
nomination shall be disregarded.
These provisions shall not prevent the consideration and approval or disapproval at an annual
meeting of reports of officers, directors and committees of the Board, but in connection therewith
no new business shall be acted upon at any such meeting unless stated, filed and received as herein
provided. Notwithstanding anything in these bylaws to the contrary, no business brought before a
meeting by a stockholder shall be conducted at an annual meeting except in accordance with
procedures set forth in this Section 2.4.
All notices of meetings of stockholders shall be sent or otherwise given in accordance with
either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify
the place, if any, date and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and vote at such
meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given:
(i) if mailed, when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the corporations records; or
(ii) if electronically transmitted as provided in Section 8.1 of these bylaws.
An affidavit of the secretary or an assistant secretary of the corporation or of the transfer
agent or any other agent of the corporation that the notice has been given by mail or by a form of
electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of
the facts stated therein.
The holders of a majority of the stock issued and outstanding and entitled to vote, present in
person or represented by proxy, shall constitute a quorum for the transaction of business at all
meetings of the stockholders. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been transacted at the
meeting as originally noticed.