(ii) if the Shareholder Nominee is not independent under the Applicable Independence
Standards, as determined by the Board of Directors;
(iii) if the Shareholder Nominees nomination or election as a member of the
Board of Directors would cause the Corporation to be in violation of these By-Laws, the Certificate of Incorporation, the listing standards of the principal exchange upon which the Corporations shares of
common stock are traded, or any applicable law, rule or regulation;
(iv) if the Shareholder Nominee is or has been, within the past three
years, an employee or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914;
(v) if the Shareholder
Nominee is, or becomes prior to the annual meeting, a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years;
(vi) if the Shareholder Nominee is or becomes subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under
the Securities Act of 1933, as amended;
(vii) if any information provided by the Shareholder Nominee or any Nominating Shareholder to the
Corporation was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors;
(viii) if the Eligible Shareholder or applicable Shareholder Nominee otherwise contravenes any of the agreements or representations made by
such Eligible Shareholder or Shareholder Nominee or fails to comply with its obligations pursuant to this Section 4; or
(ix) if the
Eligible Shareholder ceases to be an Eligible Shareholder for any reason, including but not limited to not Owning the Required Shares through the date of the applicable annual meeting.
(i) Exclusion. Notwithstanding anything to the contrary set forth herein, if the Corporation (A) receives notice pursuant to Section 3(c)(ii)
that any shareholder intends to nominate any nominee for election at such meeting, or (B) has entered into, or will enter into, an agreement or other arrangement with one or more shareholder(s) to avoid any person being formally proposed as a
director candidate pursuant to Article I, Section 3(c)(ii) of these By-Laws, no Shareholder Nominees will be included in the Corporations proxy materials with respect to such meeting pursuant to this Section 4.
(j) Disqualifications. Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall
declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Shareholder Nominee(s) and/or the
applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Section 4, as determined by the Board of Directors or the person presiding at the annual meeting, or (ii) the Eligible
Shareholder (or a qualified representative thereof, as reasonably determined by the Board of Directors or chair of such meeting) does not appear at the annual meeting to present any nomination pursuant to this Section 4.
(k) Filing Obligation. The Eligible Shareholder (including any person who Owns shares of common stock of the Corporation that constitute part of the
Eligible Shareholders Ownership for purposes of satisfying Section 4(e) hereof) shall file with the Securities and Exchange Commission any solicitation or other communication with the Corporations shareholders relating to the
meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the 1934 Act or whether any exemption from filing is available for such solicitation or other communication under
Regulation 14A of the 1934 Act.
SECTION 5 Quorum. At all meetings of the shareholders of the Corporation, the holders of a majority of the
shares of capital stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of any business except as otherwise provided by law.
14