Enom 2010 Annual Report Download - page 164

meeting, (G) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal
competitor of the Corporation held by such Proposing Persons, (H) any direct or indirect interest of such Proposing
Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the
Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting
agreement), (I) any pending or threatened litigation in which such Proposing Person is a party or material participant
involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (J) any material
transaction occurring during the prior twelve (12) months between such Proposing Person, on the one hand, and the
Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (K) a
summary of any material discussions regarding the business proposed to be brought before the meeting (x) between
or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or
beneficial holder of the shares of any class or series of the Corporation (including their names) and (L) any other
information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other
filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in
support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act
(the disclosures to be made pursuant to the foregoing clauses (A) through (L) are referred to as "Disclosable
Interests"); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the
ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a
Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by
these bylaws on behalf of a beneficial owner; and
(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a
reasonably brief description of the business desired to be brought before the annual meeting, the reasons for
conducting such business at the annual meeting and any material interest in such business of each Proposing Person,
(B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the
event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed
amendment) and (C) a reasonably detailed description of all agreements, arrangements and understandings between
or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity
(including their names) in connection with the proposal of such business by such stockholder.
(iv) For purposes of this Section 2.4, the term "Proposing Person" shall mean (i) the stockholder providing the
notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on
whose behalf the notice of the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (each
within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder or beneficial owner
and (iv) any other person with whom such stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting
in Concert (as defined below).
(v) A person shall be deemed to be "Acting in Concert" with another person for purposes of these bylaws if
such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or
towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person
where (A) each person is conscious of the other person's conduct or intent and this awareness is an element in their decision-
4