Juno 2013 Annual Report Download - page 163

to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting.
Section 2.9 The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2.8 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders of the Corporation.
Section 2.10 Only persons who are nominated in accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.10 and on the record date
for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this section 2.10.
In addition to any other applicable requirements, for a nomination to be made by a stockholder of the Corporation, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the Corporation (the “Secretary”).
To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less
than ninety days nor more than one hundred and twenty days prior to the anniversary date of the immediately preceding annual meeting of stockholders;
, , that if the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder
in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person,
(iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person that would be required
to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”); and (b) as to the
stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder
and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be
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