Enom 2010 Annual Report Download - page 165

making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such
additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings,
conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed
to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such
other person in response to a solicitation made pursuant to, and in accordance with, the Section 14(a) of the Exchange Act by way of a
proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be
Acting in Concert with any third party who is also Acting in Concert with such other person.
(vi) A stockholder providing notice of business proposed to be brought before an annual meeting shall further
update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to
this Section 2.4 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten (10) business days
prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and
received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record
date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice), and not
later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if
not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the
update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement
thereof).
(vii) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with this Section 2.4. The presiding officer of the meeting shall have the power and duty to, if the facts
warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she
should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not
be transacted. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder (or a
qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the
proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person
must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such
stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of
stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or
electronic transmission, at the meeting of stockholders.
(viii) This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual
meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. In addition to the
requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person
shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall
be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
(ix) For purposes of these bylaws, "public disclosure" shall mean disclosure in a press release reported by a
national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act.
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