EFTA01366729.pdf

Amendment #4 Page 300 of 868 liOir .4 co! ent written consent' and'—Meetings and elect ons of diredors—Vacancies' may be amended orgy by the affirmative voted folders of at least two-thirds of trio corn:tried voting power of outstandrg shires of our capital sack entided to vote n the election of directors voting together as a Singe sass mencenent d oya a Cu board of directors will have the power to make_ alter offend a-tange a repeal our bylaws or adopt new bylaws by the aftirmalwe vote of a nesorty of the total nunater of directors then o once Notko proWslons relating to stockholder proposals and nominees Cur amended and restated bylaws will also impose some peocedorai requirementson stockholders who wish to make nominations in the election of directors or propose any carer business to be orougre before an annual or special meeting of stockholders Specifically. a stockholder may (t) bong a proposal before an annual meeting of aockalders. (II) nomnate a candidate for action to ors board 0( drectors at an annual meeting of stockholders or (in) nornrote a candidate for electron to our board of directors at a speo al meeting of stockholders that has been called for the purpose of *airy directors only et such stockhoeer delivers timely notice to our corporate secretary The rotes must be in writing arid mist include cerlan information arid comply with the delivery regurernents as set forth in the bylaws To be timely a stockholder's notice must be received at opt principal execuave dices • in the case of a nomination or otrer business tin correction with an sweat meeting of stockholders, not tater than the case of wanes* on the 90th day nor eerier than the close of mseess on the 120m day pier to the first anniversary of the previous years annual meeting of stockhoders, provided. however that if the date of the arrcat meetng is advanced more than 30 cays before or deeyed more tan 70 days after the first anniversary ct the preceding years arnual meeting race by the stockholder must be delivered rot earlier than the close of business on the 120th day poor to such annual meeting arc not later than the close of busness on tne later of trio 9Cth day prior to such arn.ol meeting a the 10th day (Wowing the day on' hich public announcement of the date of such meetings first made by us. or • in tre arse of a nominal on in correct on with a specal meetng of SIOCkhOlOn. not earner than the 120th day prior to such special meeting and rot later Iron the close of business on the later of the 9Cth day before such special rreebrg on re 10th day following the day on which pudic annotricement of the date of such meeting first made by ub Wth respect to special mc-elngs of SICCkhOlders our amended and restated bylaws wit provide trot only such busness shall be conducted as shall have been staled in re notice of the meeting Delaware aniltekoovor law We have opted nut of Section 203 of the DGCL However. our amended and restated ten:locate of ncorporabon wit provide that in the event Oct Sponsor and its affiliates cease to tenelcially own at least 5% of the War voting power of all true then outstanding shares of oa capital stock we wit aplomatica,,f become But reCr to Section 203 of the DCCL Section 203 provides that subject to certain exceptions specified in the law, a Delaware corporation shat not engage n certain 'oustriess comlanabons - wth any 'interested stockholder' for a three-year period following the time that the stockholder became an interested stockholder unless • par to such time, our board of deep-tors approved either the business comb nabon or the transaction that rest/fed in the stockholder tecomng an interested stockholder, 292 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/20 15/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058257 CONFIDENTIAL SDNY_ GM_00204441 EFTA01366729