Exhibit 99.1
CIT GROUP INC.
AMENDED AND RESTATED BY-LAWS
As Amended Through July 15, 2014
ARTICLE I
OFFICES
Section 1.01. Registered Office. The registered
office of CIT Group Inc. (the "Corporation") in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware.
Section 1.02. Other Offices. The Corporation
may also have one or more offices at such other places, either within or without the State of Delaware, as the board of directors
of the Corporation (the "Board of Directors") may from time to time determine or as the business of the Corporation may
require.
Section 1.03. Location of Books and Records.
The books and records of the Corporation may be kept (subject to the provisions of the laws of the State of Delaware) at any place,
either within or without the State of Delaware, as from time to time may be determined by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 2.01. Place of Meetings. Meetings of
the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or
without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2.02. Annual Meetings. The annual meeting
of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting of stockholders
stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than
ten nor more than sixty days before the date of the meeting. Any previously scheduled annual meeting of stockholders may be postponed
by resolution of the Board of Directors upon public notice given on or prior to the date previously scheduled for such meeting.
Section 2.03. Special Meetings. Unless otherwise
prescribed by law or by the Certificate of Incorporation of the Corporation (including any certificates of designation with respect
to any of the Corporation's Preferred Stock ("Preferred Stock"), the "Certificate of Incorporation"), special
meetings of stockholders of the Corporation may be called at any by (i) the Chairman of the Board of Directors or secretary of
the Corporation at the request in writing of stockholders
holding
at least 25% of the voting power of the issued and outstanding common stock of the Corporation entitled to vote generally for
the election of directors or (ii) by the Board of Directors in its discretion. Such a written request of stockholders shall state
the purpose or purposes of the proposed meeting.
Except as otherwise required by law or by the
Certificate of Incorporation, no business shall be transacted at any special meeting of stockholders other than the items of business
stated in the notice of meeting.
Section 2.04. Notice of Meetings. A notice of
meeting, stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which
such special meeting is called, shall be prepared and delivered by the Corporation not less than ten days nor more than sixty days
before the date of the meeting, either personally, or by mail, or to the extent and in the manner permitted by applicable law.
Section 2.05. Quorum and Adjournment. Except
as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding
shares of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted
on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series
shall constitute a quorum for the transaction of such business. The Chairman of the Board or the holders of a majority of the voting
power of the shares of Voting Stock so represented may adjourn the meeting from time to time, whether or not there is a quorum
(or, in the case of specified business to be voted on by a class or series, the Chairman of the Board or the holders of a majority
of the voting power of the shares of such class or series so represented may adjourn the meeting with respect to such specified
business). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present
at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.
Section 2.06. Notice of Stockholder Business
and Nominations.
(a) Nature of Business at Meetings of Stockholders.
Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section
2.06(b)) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof),
or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 2.06(a) and on the record date for the determination of stockholders
entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section
2.06(a).
In addition to any other applicable requirements, for business to
be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered
to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than
one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided,
however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after
such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business
on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure
of the date of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual
Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period)
for the giving of a stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth the following information:
(a) as to each matter such stockholder proposes to bring
before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the reasons
for conducting such business at the Annual Meeting, and
(b) as to the stockholder giving notice and the beneficial
owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series
and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates
or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially
but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the
Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant,
short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates
or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction,
agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation)
has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the
foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or
associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any
affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements,
or understandings (whether written or oral) between or among such person, or any
affiliates or associates of such person, and any
other person or persons (including their names) in connection with the proposal of such business and any material interest of such
person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person,
or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person
or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person
that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation
of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder.
A stockholder providing notice of business proposed to be brought
before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required
to be provided in such notice pursuant to this Section 2.06(a) shall be true and correct as of the record date for determining
the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed
and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after
the record date for determining the stockholders entitled to receive notice of the Annual Meeting.
No business shall be conducted at the Annual Meeting of Stockholders
except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 2.06(a); provided,
however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in
this Section 2.06(a) shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual
Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall
not be transacted.
Nothing contained in this Section 2.06(a) shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act (or any successor provision of law).
(b) Nomination of Directors. Only persons
who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except
as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election
to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for
the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided
for in this Section 2.06(b) and on the record date for the determination of stockholders entitled to notice of and to vote at
such Annual
Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 2.06(b).
In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of
the Corporation..
To be timely, a stockholder's notice to the Secretary must be delivered
to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less
than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding
Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within
twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received
not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting
was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of
a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of
the Special Meeting was made, whichever first occurs.
In no event shall the adjournment or postponement of an Annual Meeting
or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement,
commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth the following information:
(a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation
or employment of such person, (iii) (A) the class or series and number of all shares of stock of the Corporation which are owned
beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of
shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such
person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent
to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been
entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation
and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates
or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or
benefit
of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting
power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of
the Corporation; and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section
14 of the Exchange Act, and the rules and regulations promulgated thereunder; and
(b) as to the stockholder giving the notice, and the beneficial
owner, if any, on whose behalf the nomination is being made, (i) the name and record address of such person; (ii) (A) the class
or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any
affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but
not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation
held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates
of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement,
arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has
been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing
being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates
of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates
or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or
understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed
nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person,
and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated
benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving
notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice;
and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent of each proposed
nominee to being named as a nominee and to serve as a director if elected.
A stockholder providing notice of any nomination proposed to be
made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information
provided or required to be provided in such notice pursuant to this Section 2.06(b) shall be true and correct as of the record
date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and
supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation
not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such
Annual Meeting or Special Meeting.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 2.06(b). If the Chairman of the meeting determines
that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
(c) General. For purposes of this Section
2.06, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section 2.07. Chairman and Secretary of the
Meeting.
Meetings of the stockholders shall be presided
over by the Chairman of the Board or the Chief Executive Officer, or if neither the Chairman nor the Chief Executive Officer is
present, any officer designated by the Chairman of the Board or the Chief Executive Officer to act as chairman, or if the Chairman
and Chief Executive Officer are not present and neither the Chairman nor the Chief Executive Officer has designated a chairman,
by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in his absence, any person appointed by the chairman
of the meeting, shall act as secretary of the meeting and shall keep the minutes thereof. The order of business at all meetings
of the stockholders and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion,
shall be as determined by the chairman of the meeting.
Section 2.08. Voting Rights. At any meeting
of stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure established for the meeting, but no proxy shall be voted
after three years from its date, unless such proxy provides for a longer period. Every proxy shall be executed in writing by the
stockholder or by his or her authorized representative, or otherwise as provided under the General Corporation Law.
Section 2.09. Record Date. For the purpose of
determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or for
the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any
rights, or for the purpose of any other action, the Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than
sixty (60) nor
less than
ten (10) days before the date of any such meeting, shall not be more than ten (10) days after the date on which the Board of Directors,
by resolution, fixes a record date for any such consent in writing, and shall not be more than sixty (60) days prior to any other
action.
Section 2.10. List of Stockholders. For a period
of at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting
arranged in alphabetical order for each class of stock, and showing their addresses and their record holdings as of the record
date shall be open for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours,
at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. This list shall presumptively
determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
Section 2.11. Inspectors. The Board of Directors
may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting, decide upon the qualification of voters, certify the number of shares represented at the meeting, count the votes,
decide the results and make a certified, written report thereof. The Board of Directors may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting may, and to the extent required by law shall, appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his or her ability.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The business and
affairs of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and
authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or these By-Laws required to be
exercised or done by the stockholders.
Section 3.02. Number, Term of Office and Voting
Requirements. Subject to the rights of the holders of any Preferred Stock to elect directors under any specified circumstances,
the entire Board of Directors shall consist of not less than three (3) nor more than fifteen (15) members, the exact number of
which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
A nominee for director shall be elected to the Board of Directors if the votes cast "for" such nominee's election exceed
the votes cast "against" such nominee's election; provided, however, that directors shall be elected by a plurality of
the votes cast at any meeting of stockholders for which (i) the Secretary of the Corporation receives a notice that a stockholder
has nominated a person for election to the Board of Directors in
compliance
with the advance notice requirements for stockholder nominees for director set forth in Article II, Section 2.06(a)(2) of these
Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the tenth day before the Corporation first
mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast,
stockholders shall not be permitted to vote against a nominee. Votes cast shall not include abstentions with respect to the election
of directors.
Subject to his or her earlier death, resignation or removal as provided
in Sections 3.04 or 3.05, each director shall hold office until the annual meeting of the stockholders next ensuing after his or
her election and until his or her successor is elected and shall have qualified. Directors need not be stockholders.
Section 3.03. Quorum. At all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. The
act of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as otherwise
provided in the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws. If a quorum shall not be present
at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to time
without further notice other than announcement at the meeting. If permitted by applicable law, the directors present at a duly
authorized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.
Section 3.04. Resignation. Any director may
resign at any time by giving written notice of his or her resignation to the Corporation. A resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
Section 3.05. Removal. Subject to any rights
of holders of Preferred Stock, any director may be removed from office, with or without cause, by the holders of 66 2/3% of the
voting power of the outstanding shares of Voting Stock, voting together as one class.
Section 3.06. Vacancies. Subject to the rights
of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, vacancies resulting
from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, or the sole remaining director, and directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders and until their successors shall have been duly elected and
qualified, subject to their prior death, resignation, retirement disqualification or removal from office. No decrease in the number
of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 3.07. Meetings.
(a) Meetings of the Board of Directors shall
be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as
may be specified in the call of any meeting. In the absence of any such designation, the meetings shall be held at the principal
executive offices of the Corporation. Regular meetings of the Board of Directors shall be held six times each year on a bi-monthly
basis and special meetings may be held at any time upon the call of the Chairman of the Board or the Chief Executive Officer or
the President or, at the request in writing of a majority of the directors, by the Secretary.
(b) A meeting of the Board of Directors may
be held without notice immediately after or before the annual meeting of stockholders at the same place at which such meeting was
held or as soon as practicable after the annual meeting of stockholders on such date and at such time and place as the Board of
Directors determines from time to time. For all other meetings of the Board of Directors, the Secretary or an Assistant Secretary
shall give notice to each director of the time and place of the meeting by (a) mailing such notice by United States mail not later
than the tenth (10th) day preceding the day on which such meeting is to be held, (b) sending such notice via courier not later
than the fourth (4th) business day preceding the day on which such meeting is to be held or (c) sending such notice by facsimile
or electronic mail transmission or other form of electronic communication or delivering such notice personally or by telephone,
in each case, not later than during the second (2nd) day immediately preceding the day on which such meeting is to be held. Notice
of any meeting need not be given to any director who shall submit, either before or after the time stated therein, a signed waiver
of notice or who shall attend the meeting, other than for the express purpose of objecting at the beginning thereof to the transaction
of any business because the meeting is not lawfully called or convened. Notice of an adjourned meeting, including the place, date
and time of the new meeting, shall be given to all directors not present at the time of the adjournment, and also to the other
directors unless the place, date and time of the new meeting are announced at the meeting at the time at which the adjournment
is taken.
(c) The Chairman of the Board shall preside
at all meetings of the Board of Directors at which he shall be present. In his or her absence, the Lead Director shall preside
at all meetings of the Board of Directors at which he or she shall be present and in the absence of the Lead Director, the Board
of Directors shall choose a chairman of each meeting who shall preside thereat.
Section 3.08. Dividends. To the extent permitted
by law, the Board of Directors shall have full power and discretion, subject to the provisions of the Certificate of Incorporation
and the terms of any other corporate document or instrument binding upon the Corporation, to determine what, if any, dividends
or distributions shall be declared and paid or made.
Section 3.09. Committees. (a) The Corporation
shall have four standing committees: (i) the audit committee; (ii) the compensation committee; (iii) the nominating and governance
committee; and (iv) the risk management committee. (b) Each committee shall be governed by a charter approved by the Board of Directors.
Section 3.10. Additional Committees. The Board
of Directors may in its discretion, by resolution passed by the affirmative vote of a majority of the entire Board of Directors,
designate such other committees, which, to the extent permitted by law and conferred by the resolutions
appointing
them, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation.
A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power at any time to dissolve any such committee formed by it.
Section 3.11. Committee Membership. Subject
to any other provisions herein or in any applicable charter (including the Audit Committee Charter and the Compensation and Governance
Committee Charter), the Board of Directors shall determine the number and the identity of the directors who shall belong to each
committee.
Section 3.12. Rules and Procedures. (a) Each
committee may fix its own rules and procedures and shall meet at such times and places as may be provided by such rules, by resolution
of the committee or by call of the chairman of the committee. Notice of meetings of each committee, other than of regular meetings
provided for by its rules or resolutions, shall be given to committee members. At all meetings of such committee, a majority of
its members, but not less than two, shall constitute a quorum for the transaction of business. The act of the committee members
present at any meeting at which there is a quorum shall be the act of such committee. Only the Board of Directors shall have the
power to fill vacancies in any committee. All action taken at any meeting of a committee shall be recorded in minutes of the meeting
and each committee shall deliver such minutes to the Secretary of the Corporation to be filed with the books and records of the
Corporation. (b) The Board of Directors may designate one or more directors as alternate members of any committee, who may replace
any absent or disqualified member or members at any meeting of the committee. In addition, in the absence or disqualification of
a member of a committee, if no alternate member has been designated by the Board of Directors, the member or members present at
any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the absent or disqualified member. (c) Members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors or committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at the meeting. (d) Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee may be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.
Section 3.13. Application of Article. Whenever
any provision of any other document relating to any committee of the Corporation named therein shall be in conflict with any provision
of this Article III, the provisions of this Article III shall govern, except that if such other document shall have been approved
by a vote of the Board of Directors, the provisions of such other document shall govern, and except that the provisions of the
Audit Committee Charter and the provisions of the Compensation and Governance Committee Charter shall govern.
Section 3.14. Compensation. Each director who
is not an employee or officer of the Corporation or its subsidiaries, in consideration of his or her serving as such, shall be
entitled to
receive
from the Corporation such compensation for such periods or such fees for attendance at meetings of the Board of Directors or of
any committee, or both, as the Board of Directors or the Nominating and Governance Committee shall from time to time determine.
The Board of Directors or the Nominating and Governance Committee may provide that the Corporation shall reimburse each director
or member of a committee for any reasonable expenses incurred by him or her on account of his or her attendance at any such meeting.
Nothing herein contained shall be construed to preclude any director from serving the Corporation or any of its subsidiaries or
affiliates in any other capacity and receiving compensation therefor.
Section 3.15. Entire Board of Directors. As
used in these By-Laws, the term "entire Board of Directors" means the total number of directors which the Corporation
would have if there were no vacancies in the Board of Directors.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the Corporation
shall include a Chairman of the Board, a Chief Executive Officer, a Secretary, a Chief Financial Officer, a Chief Compliance Officer,
a Chief Risk Officer, a Treasurer, a Controller, a General Counsel and such other officers as may be appointed in accordance with
the provisions of Section 4.03. Any number of offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualifications.
Each officer specifically designated in Section 4.01 shall be chosen by the Board of Directors within sixty (60) days after each
annual election of directors, and shall hold his or her office until a successor shall have been chosen and qualified or until
his or her earlier death or until he or she shall resign or shall have been removed in the manner provided in Section 4.04. The
Chairman of the Board and the Chief Executive Officer shall be directors. No other officer need be a director.
Section 4.03. Other Officers. The Board of Directors
from time to time may choose other officers or agents, including, but not limited to, one or more Vice Chairmen, a Chief Operating
Officer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and one or more Assistant Controllers, each of whom shall hold office for such period, have such authority and perform
such duties as are provided in these By-Laws or as the Board of Directors from time to time may determine. The Chairman of the
Board, the President or the Chief Executive Officer may appoint any such other officers or agents, other than a Chief Operating
Officer, fix their term of office, and prescribe their respective authorities and duties.
Section 4.04. Removal. Any officer may be removed
either with or without cause by the vote of a majority of the directors; provided that any officer who reports to either the Chief
Executive Officer or President or to some other officer who in turn reports to the Chief Executive Officer or the President may
also be removed by action of the Chief Executive Officer or the President or such other officer, as the case may be.
Section 4.05. Resignations. Any officer may
resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President,
the Chief Executive Officer or the Chief Operating Officer. Unless otherwise specified therein, such resignation shall take effect
upon receipt thereof by the Board of Directors or by any such officer and the acceptance of a resignation shall not be necessary
to make it effective.
Section 4.06. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term
in the manner prescribed by these By-Laws for the regular election or appointment to such office.
Section 4.07. The Chairman of the Board. The
Chairman of the Board shall preside at meetings of the Board of Directors at which he or she is present, and shall give counsel
and advice to the Board of Directors and the officers of the Corporation on all subjects touching the welfare of the Corporation
and the conduct of its business. He or she shall perform such other duties as the Board of Directors may from time to time determine.
The Chairman shall be a member of the Board of Directors. The Chairman shall have the power to sign all certificates, contracts,
obligations and other instruments of the Corporation.
Section 4.08. Chief Executive Officer. The Chief
Executive Officer shall be the chief executive officer of the Corporation and, subject to the overall direction and control of
the Board of Directors, shall have general charge and control of the business and affairs of the Corporation. In the event of the
death, absence, unavailability or disability of the Chairman of the Board or the President, the Chief Executive Officer shall exercise
all the powers and discharge all the duties of the Chairman. The Chief Executive Officer shall do and perform all such other duties
and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.
The Chief Executive Officer shall have the power to sign all certificates, contracts, obligations and other instruments of the
Corporation.
Section 4.09. The Chief Operating Officer. In
the event the Board of Directors shall choose a Chief Operating Officer, the Chief Operating Officer shall be the chief operating
officer of the Corporation responsible for directing, administering and coordinating the business operations of the Corporation
in accordance with policies, goals and objectives established by the Board of Directors. The Chief Operating Officer shall generally
assist the Chief Executive Officer and perform such other duties as the Board of Directors or the Chief Executive Officer shall
prescribe. The Chief Operating Officer shall have the power to sign all certificates, contracts, obligations and other instruments
of the Corporation.
Section 4.10. The Vice Presidents and Assistant
Vice Presidents. The Vice Presidents and Assistant Vice Presidents shall perform such duties and may exercise such powers as from
time to time may be assigned to him or her by these By-Laws or by the Board of Directors, the Chairman, a Vice Chairman of the
Board, the President, the Chief Executive Officer or the Chief Operating Officer. The Board of Directors, the Chairman of the Board,
the President, the Chief Executive Officer or the Chief Operating Officer may designate one or more Vice Presidents as Executive
Vice Presidents or Senior Vice Presidents. In the event of the death, absence, unavailability or disability of the Chairman of
the Board, the President, the Chief Executive
Officer
or the Chief Operating Officer, the Board of Directors may, in its discretion, designate one or more Vice Presidents who shall,
for the time being, act as Chairman of the Board, President, Chief Executive Officer or Chief Operating Officer; and when so acting,
such Vice Presidents shall have all of the powers and discharge all of the duties of the Chairman of the Board, the President,
the Chief Executive Officer or the Chief Operating Officer, except as otherwise provided in Section 3.05 hereof. Each Vice President
who has been designated an Executive Vice President or Senior Vice President shall, except where by law the signature of the President
is required, possess the same power as the President to sign all certificates, contracts, obligations and other instruments of
the Corporation.
Section 4.11. The Secretary and the Assistant
Secretaries. The Secretary shall:
(1) Attend meetings of the stockholders
and the Board of Directors, keep the minutes of such meetings and cause the same to be recorded in books provided for that purpose;
(2) Prepare, or cause to be prepared,
and submit to the Inspectors of election at each meeting of the stockholders a certified list, in alphabetical order, of the names
of the stockholders entitled to vote at such meeting, together with the class and number of shares of stock held by each;
(3) Provide that all notices are
duly given in accordance with the provisions of these By-Laws or as required by statute;
(4) Be custodian of the records
and minutes of the Corporation, the Board of Directors and any committees thereof, and of the seal of the Corporation; see that
the seal is affixed, if necessary, to all stock certificates prior to their issuance and to all documents the execution of which
on behalf of the Corporation under its seal shall have been duly authorized and attest the seal when so affixed;
(5) Provide that all books, reports,
statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed; and
(6) In general, perform all duties
and have all powers incident to the office of Secretary and perform such other duties and have such other powers as from time to
time may be assigned to him or her by these By-Laws or by the Board of Directors.
At the request of the Secretary, or in his or her absence or disability,
any Assistant Secretary shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of
the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other
instruments of the Corporation, and to affix the seal of the Corporation to such instruments and attest the same.
Section 4.12. Chief Financial Officer. The Chief
Financial Officer shall, subject to the control of the Board of Directors, keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account
shall at all reasonable times be open to inspection by any director. The Chief Financial Officer shall be empowered, from time
to time, to require from the officers or agents of the Corporation reports or statements giving such information as he or she may
desire with respect to any and all financial transactions of the Corporation. The Chief Financial Officer shall deposit all moneys
and other valuables in the name and the credit of the Corporation with such depositaries as may be designated by the Board of Directors.
The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render
to the President and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer
and of the financial condition of the Corporation and shall have other powers and perform such other duties as may be prescribed
by the Board of Directors, the President or the Chief Executive Officer, or these By-Laws. The Chief Financial Officer shall have
the power to sign all certificates, contracts, obligations and other instruments of the Corporation.
Section 4.13. The Treasurer and the Assistant
Treasurers.
(a) The Treasurer shall, subject to the control
of the Board of Directors and except as such powers and duties are otherwise vested in the Chief Financial Officer (if such position
shall be held by a different person), have the care and custody of the funds including the borrowing thereof, the securities, receipts
and disbursements of the Corporation; cause all moneys and other valuable effects to be deposited in the name and to the credit
of the Corporation, in such banks or trust companies or with such bankers of other depositaries as shall be selected by the Board
of Directors or Audit Committee, or pursuant to authority conferred by the Board of Directors or Audit Committee; cause the funds
of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation; cause to be taken and
preserved paper vouchers for all moneys disbursed; render to the Chairman of the Board, the President, the Chief Executive Officer,
the Chief Financial Officer, the Chief Operating Officer, the Board of Directors or the Audit Committee, whenever requested, an
account of his or her transactions as Treasurer; in general, perform all duties and have all powers incident to the office of Treasurer
and perform such other duties and have such other powers as from time to time may be assigned to him or her by these By-Laws or
by the Board of Directors. The Treasurer shall have the power to sign all certificates, contracts, obligations and other instruments
of the Corporation.
(b) At the request of the Treasurer, or in his
or her absence or disability, the Assistant Treasurer, or in case there shall be more than one Assistant Treasurer, the Assistant
Treasurer designated by the Board of Directors, the Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or the Chief Operating Officer, shall perform any of the duties of the Treasurer and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law the signature of the Treasurer
is required, each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts,
obligations and other instruments of the Corporation.
Section 4.14. The Controller and the Assistant
Controllers.
(a) The Controller shall cause to be kept correct
books of accounts of all the business transactions of the Corporation, shall see that adequate audits thereof are currently and
regularly made, shall examine and certify the accounts of the Corporation, shall render to the Board of Directors, the Audit Committee,
the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer,
whenever requested, an account of the financial condition of the Corporation, and shall report to the Board of Directors, to the
Audit Committee or to such officers as the Board of Directors may require. He or she shall perform such other duties and have such
other powers as from time to time may be assigned to him or her by the Board of Directors.
(b) At the request of the Controller, or in
his or her absence or disability, the Assistant Controller, or in case there shall be more than one Assistant Controller, the Assistant
Controller designated by the Board of Directors or by the Chairman of the Board, the President, the Chief Executive Officer or
the Chief Operating Officer, shall perform any of the duties of the Controller and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Controller.
Section 4.15. General Counsel. The General Counsel
shall be the chief legal officer of the Corporation and shall have responsibility for the general supervision of all matters of
a legal nature concerning the Corporation. He or she shall perform all such duties commonly incident to his or her office or as
properly required of him or her by the Chairman of the Board of Directors or the Chief Executive Officer. The General Counsel shall
have the power to sign certificates, contracts, opinions and other documents of or on behalf of the Corporation.
Section 4.16. Voting Shares in Other Corporations.
Unless otherwise directed by the Board of Directors, shares in other corporations which are held by the Corporation shall be represented
and voted only by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a proxy or proxies appointed
by any of them.
Section 4.17. Contracts. Any officer having
the power to sign certificates, contracts, obligations and other instruments of the Corporation may delegate such power to any
other officer or employee of the Corporation, provided that the officer having delegated such power shall be accountable for the
actions of such other officer or employee.
ARTICLE V
CERTIFICATES OF STOCK
Section 5.01. Form, Transfer. The shares of
the Corporation shall be represented by certificates or shall be uncertificated. Each registered holder of shares, upon request
to the Corporation, shall be provided with a certificate of stock representing the number of shares owned by such holder. The certificates
of stock of the Corporation shall be in the form or forms from time to time approved by the Board of Directors. Transfers of stock
shall be made upon the books of the Corporation: (1) upon presentation of the certificates by the registered holder in
person
or by duly authorized attorney, or upon presentation of proper evidence of succession, assignment or authority to transfer the
stock, and upon surrender of the appropriate certificate(s), or (2) in the case of uncertificated shares, upon receipt of proper
transfer instructions from the registered owner of such uncertificated shares, or from a duly authorized attorney or from an individual
presenting proper evidence of succession, assignment or authority to transfer the stock.
Section 5.02. Signatures. The certificates of
stock shall be signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President,
any Vice Chairman or any Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer
(except that where any such certificate is countersigned either (a) by a transfer agent other than the Corporation or its employee
or (b) by a registrar other than the Corporation or its employee, any other signature on any such certificate may be a facsimile)
and shall be countersigned and registered in such a manner, if any, as the Board of Directors may by resolution prescribe. In case
any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures shall have been used
on any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation or these
By-Laws shall be amended to eliminate his or her office before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be
such officer or officers of the Corporation or such office had not been eliminated, and such issuance and delivery shall constitute
adoption thereof by the Corporation.
Section 5.03. Lost Certificates. The Board of
Directors or any officer of the Corporation to whom the Board of Directors has delegated authority may authorize any transfer agent
of the Corporation to issue, and any registrar of the Corporation to register, at any time and from time to time unless otherwise
directed, a new certificate or certificates of stock in the place of a certificate or certificates theretofore issued by the Corporation,
alleged to have been lost or destroyed, upon receipt by the transfer agent of evidence of such loss or destruction, which may be
the affidavit of the applicant; a bond indemnifying the Corporation and any transfer agent and registrar of the class of stock
involved against claims that may be made against it or them on account of the lost or destroyed certificate or the issuance of
a new certificate, of such kind and in such amount as the Board of Directors shall have authorized the transfer agent to accept
generally or as the Board of Directors or an authorized officer shall approve in particular cases; and any other documents or instruments
that the Board of Directors or an authorized officer may require from time to time to protect adequately the interest of the Corporation.
A new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper to do so.
Section 5.04. Holder of Record. The Corporation
shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or
not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.
ARTICLE VI
CHECKS, NOTES, ETC.
All checks and drafts on the Corporation's bank
accounts and all bills of exchange and promissory notes, and all acceptances, obligations, bonds and other orders or instruments
for the payment of money, shall be signed by such officer or officers, employee or employees, or agent or agents, as shall be thereunto
authorized from time to time by the Board of Directors. The Board of Directors may, in its discretion, also provide for the countersignature
or registration of any or all such orders, instruments or obligations for the payment of money.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be
as specified by the Board of Directors.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall be in such form as
shall from time to time be approved by the Board of Directors. If and when so authorized by the Board of Directors, a duplicate
of the seal may be kept and used by the Secretary or Treasurer or by any Assistant Secretary or Assistant Treasurer. In lieu of
the corporate seal, when so authorized by the Board of Directors, a facsimile of such corporate seal may be impressed or affixed
or reproduced.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES
Section 9.01. General. Subject to Section 9.03,
the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys' fees, if such attorney's fees are incurred in
accordance with the policies and procedures established by the Company from time-to-time), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted
in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his or her conduct was unlawful.
Section 9.02. Corporation Suit. Subject to Section
9.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 9.03. Authorization. Any indemnification
under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon
a determination that indemnification of the current or former director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in Section 9.01 or 9.02. Such determination shall be made,
with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors
who were not parties to such action, suit or proceeding, even though less than a quorum, (b) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, (c) if such a quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (d) by the stockholders. To
the extent, however, that a current or former director or officer of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith,
without the necessity of authorization in the specific case.
Section 9.04. Expenses. Expenses (including
attorneys' fees) incurred by an officer or director of the Corporation or by a former director or officer of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or proceeding for which indemnification is available
pursuant to this Article IX shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IX. Such expenses (including
attorneys' fees) incurred by other employees and agents of the Corporation or by a person who is or was serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other
enterprise may be so paid upon such terms and conditions, if any, as the Board of Directors or the CEO and General Counsel deem
appropriate.
Section 9.05. Non-Exclusive Rights. The indemnification
and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation, these
by-laws, or any agreement, contract, vote of stockholders or disinterested directors or otherwise, both as to action in his or
her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in 9.01 and 9.02 shall be made to the fullest extent permitted by law. The provisions
of this Article IX shall not be deemed to preclude the indemnification of any person, who is not specified in Section 9.01 or 9.02
but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law, or otherwise.
Section 9.06. Insurance. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to
indemnify him or her against such liability under the provisions of this Article IX.
Section 9.07. Definitions. For purposes of this
Article IX, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provision of this Article IX with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes
of this Article IX, references to "other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article IX. For purposes of this Article IX, a person
shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe
such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another
enterprise,
or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made
to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected
with reasonable care by the Corporation or another enterprise; provided, that the foregoing shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth
in this Article IX.
Section 9.08. Continuing Nature. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors, administrators and personal representatives of such a person.
Section 9.09. Limitation. Notwithstanding anything
contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification, the Corporation shall
not be obligated to indemnify any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Section 9.10 Indemnification by a Court.
Notwithstanding any contrary determination in the specific case under Section 9.3, and notwithstanding the absence of any determination
thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent
jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.01 or 9.02. The basis
of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper
in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.01 or Section 9.02,
as the case may be. Neither a contrary determination in the specific case under Section 9.03 nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification
has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 9.10 shall
be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
ARTICLE X
RELIANCE ON RECORDS AND REPORTS
Each director, officer or member of any committee
designated by, or by authority of, the Board of Directors, shall in the performance of his or her duties, be fully protected in
relying in good faith upon the books of account or other records of the Corporation or any of its subsidiaries, or upon reports
made to the Corporation or any of its subsidiaries by any official of the Corporation or of a subsidiary or by an independent certified
public accountant or by an appraiser selected with reasonable care by the Board of Directors or by any such committee.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the express
power, without a vote of stockholders, to adopt any By-Law, and to amend, alter or repeal these By-Laws, except to the extent that
these By-Laws or the Certificate of Incorporation otherwise provide. The Board of Directors may exercise such power upon the affirmative
vote of a majority of the entire Board of Directors; provided, however, that notwithstanding the foregoing, the Board of Directors
may alter, amend or repeal By-Laws in conflict with Section 3.05 of these By-Laws or this Article 11 of these By-Laws only by a
resolution adopted by 66 2/3% vote of the entire Board of Directors. Stockholders may not adopt any By-Law, nor amend, alter or
repeal these By-Laws of the Corporation, except upon the affirmative vote of the holders of at least 66 2/3% of the voting power
of the outstanding shares of Voting Stock, voting together as a single class. These By-Laws may be altered, amended or repealed
at any meeting of the Board of Directors, provided that notice of such proposed alteration, amendment or repeal is contained in
the notice of such meeting of the Board of Directors.
ARTICLE XII
FORUM FOR ADJUDICATION OF DISPUTES
Unless the Corporation consents in writing to
the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf
of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee
of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation
or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation
Law or the Certificate of Incorporation or these By-Laws (in each case, as they may be amended from time to time), or (iv) any
action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the
internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the
State of Delaware has jurisdiction, the federal district court for the District of Delaware).
