|
B. Except as otherwise provided in this Restated Certificate, the power to adopt,
<br />amend, or repeal the Bylaws of this Corporation may be exercised by the Board of Directors of
<br />this Corporation.
<br />.Article VI.
<br />To the fullest extent permitted by applicable law, this Corporation is authorized to
<br />provide indemnification of (and advancement of expenses to) directors, officers, employees and
<br />agents of this Corporation (and any other persons to which the DGCL permits this Corporation to
<br />provide indemnification) through Bylaw provisions, agreements with such persons, vote of
<br />stockholders or disinterested directors or otherwise, in excess of the indemnification and
<br />advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by
<br />applicable law (statutory or non - statutory), with respect to actions for breach of duty to this
<br />Corporation, its stockholders, and others.
<br />Any amendment, repeal or modification of the foregoing provisions of this Article VI
<br />shall not adversely affect any right or protection of a director, officer, employee, agent or other
<br />person existing at the time of, or increase the liability of any such person with respect to any acts
<br />or omissions of such person occurring prior to, such amendment, repeal or modification.
<br />Article VII.
<br />A director of the Corporation shall not be liable to this Corporation or its stockholders for
<br />monetary damages for breach of fiduciary duty as a director, except to the extent such exemption
<br />from liability or limitation thereof is not permitted under the DGCL as the same exists or may
<br />hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall
<br />not adversely affect any right or protection of a director of the Corporation hereunder in respect
<br />of any act or omission occurring prior to the time of such amendment, modification or repeal.
<br />Any amendment, repeal or modification of the foregoing provisions of this Article VII by
<br />the stockholders of this Corporation shall not adversely affect any right or protection of a
<br />director of this Corporation existing at the time of, or increase the liability of any director of this
<br />Corporation with respect to any acts or omissions of such director occurring prior to, such
<br />amendment, repeal or modification.
<br />Article VIII.
<br />This Corporation renounces any interest of expectancy of this Corporation in, or
<br />in being offered an opportunity to participate in, any Excluded Opportunity. An "Excluded
<br />Opportunity" is any matter, transaction or interest that is presented to, or acquired, created or
<br />developed by, or which otherwise comes into the possession of, (i) any director of this
<br />Corporation who is not an employee of this Corporation or any of its subsidiaries, or (ii) any
<br />holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of
<br />any such holder, if such holder is not an employee of this Corporation or of any of its
<br />subsidiaries (collectively, "Covered Persons "), unless such matter, transaction or interest is
<br />presented to, or acquired, created or developed by, or otherwise comes into the possession of, a
<br />Ili
<br />
|