Enom 2010 Annual Report Download - page 156

purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Section C of Article V.
ARTICLE VI
A. To the maximum extent permitted by the Delaware General Corporation Law or any other law of the State of
Delaware, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation
Law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law as so amended.
B. The Corporation may indemnify and advance expenses to, to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact
that the person, the person's testator or intestate is or was a director, officer, employee or agent of the Corporation or any predecessor
of the Corporation, or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation
or any predecessor to the Corporation.
C. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of the Corporation's
Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any
matter occurring, or any action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE VII
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated
Certificate of Incorporation or any Certificate of Designation in the manner prescribed herein and by the laws of the State of Delaware
and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstanding any other
provisions of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by
law, this Amended and Restated Certificate of Incorporation or any Certificate of Designation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal any or all of Section B of Article IV, Article V, Article VI or this
Article VII.
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