Enom 2010 Annual Report Download - page 183

of the votes cast with respect to the matter by the shares of Voting Stock represented and entitled to vote thereon at an annual or
special meeting of the stockholders at which a quorum is present; provided, however, that the Corporation may adopt a Stockholder
Rights Plan without such prior approval if a majority of the independent directors (as determined in accordance with applicable
rules and listing requirements of the principal securities exchange, if any, on which its shares of Common Stock are then listed and
any additional criteria set forth in the Corporation's Corporate Governance Guidelines) determines in good faith that adoption of a
Stockholder Rights Plan is in the best interest of stockholders under the circumstances. If a Stockholder Rights Plan is adopted without
prior stockholder approval as contemplated by the preceding sentence, such plan shall expire within twelve (12) months from the date
of adoption unless, prior to such date, it is approved by the affirmative vote of a majority of the votes cast with respect to the matter by
the shares of Voting Stock represented and entitled to vote thereon at an annual or special meeting of the stockholders at which a
quorum is present. For purposes of this Section 7.17, a "majority of the votes cast" means that the number of votes cast "for" approval
of a Stockholder Rights Plan exceeds the number of votes cast "against" approval of a Stockholder Rights Plan.
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION
8.1 NOTICE BY ELECTRONIC TRANSMISSION.
Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the
certificate of incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the
certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the
stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the
Corporation. Any such consent shall be deemed revoked if:
(i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the
Corporation in accordance with such consent; and
(ii) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer
agent, or other person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to
receive notice;
(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to
receive notice;
(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the stockholder.
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