Extract to table

The Charter provides that all shares of Common Stock are subject to the terms and conditions of the Stockholders' Agreement, and that any transfer of shares in violation of the Stockholders' Agreement shall be void

The Bylaws provide that the number of directors shall be determined from time to time by resolution of the Board, consistent with the Charter

Written notice of any stockholder meeting must be given not less than ten (10) nor more than sixty (60) days before the meeting date

The Board may fix a record date for determining stockholders entitled to notice of and to vote at any meeting, which record date shall not be more than sixty (60) nor less than ten (10) days before the meeting, and shall not precede the date upon which the resolution fixing the record date is adopted by the Board

The Bylaws further provide that prompt notice of the taking of any action by written consent shall be given to those stockholders who did not consent in writing, as required by DGCL Section 228(e)

The Bylaws do not independently impose transfer restrictions on shares of the Company's capital stock, but do provide that any transfer of shares must be made in compliance with the Stockholders' Agreement and other applicable agreements, and that the Company shall not register any transfer on its books that is not in compliance therewith