Enom 2010 Annual Report Download - page 182

Download and view the complete annual report

Please find page 182 of the 2010 Enom annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 217

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217

7.12 REGISTERED STOCKHOLDERS.
The Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner;
(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of
shares; and
(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the
part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of
Delaware.
7.13 WAIVER OF NOTICE.
Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a
written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether
before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.
7.14 EVIDENCE OF AUTHORITY.
A certificate by the Secretary, an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good
faith be conclusive evidence of such action.
7.15 CERTIFICATE OF INCORPORATION.
All references in these bylaws to the certificate of incorporation shall be deemed to refer to the Amended and Restated
Certificate of Incorporation of the Corporation, as amended and in effect from time to time.
7.16 RELIANCE UPON BOOKS, REPORTS AND RECORDS.
To the fullest extent permitted by law, each director, each member of any committee designated by the Board, and each
officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation as provided by law, including reports made to the Corporation by any of its officers, by an
independent certified public accountant, or by an appraiser selected with reasonable care.
7.17 STOCKHOLDER RIGHTS PLAN.
The Corporation will not adopt or extend a stockholder rights plan, rights agreement or any other form of "poison pill" which
is designed to make, or has the effect of making, the acquisition of large holdings of the Corporation's stock more difficult or
expensive (a "Stockholder Rights Plan") without obtaining the prior approval of the stockholders of the Corporation by the affirmative
vote of a majority
22