C » Topics » PROPOSED AMENDMENTS TO ARTICLE EIGHTH OF THE RESTATED CERTIFICATE OF INCORPORATION

This excerpt taken from the C DEF 14A filed Mar 14, 2006.

PROPOSED AMENDMENTS TO ARTICLE EIGHTH OF THE RESTATED CERTIFICATE OF INCORPORATION

 


 

Article EIGHTH, Section A is hereby amended to read in its entirety as follows:

 

  A.   In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

 

Article EIGHTH, Section G is hereby amended to read in its entirety as follows:

 

  G.   Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, this Article EIGHTH.

 


 

G-1


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