LeapFrog 2015 Annual Report Download - page 185

the direction of the Board of Directors or (ii) by any stockholder of the corporation who is a stockholder of
record at the time of giving notice provided for in this paragraph who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in Section 5 of these Bylaws. In the event the
corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the corporation’s notice of meeting, if the stockholder satisfies the
requirements of Section 5(a)(iii) of these Bylaws and if the stockholder’s notice required by Section 5(b) of
these Bylaws shall be delivered to the Secretary at the principal executive offices of the corporation not earlier
than the close of business on the one hundred twentieth (120
th
) day prior to such special meeting and not later
than the close of business on the later of (i) the ninetieth (90
th
) day prior to such meeting, (ii) the tenth (10
th
)
day following the day on which public announcement is first made of the date of the special meeting and
(iii) the tenth (10
th
) day following the day on which public announcement is first made of the nominees
proposed by the Board of Directors, if any, to be elected at such meeting. In no event shall an adjournment or
postponement of a special meeting, or public announcement thereof, commence a new time period for the
giving of a stockholder’s notice as described above. A stockholder who complies with the notice procedures
set forth in Section 5 of these Bylaws is permitted to present the nomination at the special meeting of
stockholders but is not entitled to have a nominee included in the corporation’s proxy statement in the absence
of an applicable rule of the Securities and Exchange Commission requiring the corporation to include a
director nomination made by a stockholder in the corporation’s proxy statement.
(d) In addition to the foregoing provisions of this Section 6, a stockholder must also comply with all
applicable requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set
forth in this Section 6.
Section 7. Notice Of Meetings. Except as otherwise provided by law, notice, given in writing or by
electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice
to specify the place, if any, date and hour, the record date for determining the stockholders entitled to vote at
the meeting, if such date is different from the record date for determining stockholders entitled to notice of the
meeting, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to be present in person and
vote at any such meeting; provided, however, where the matter to be acted on is a merger or consolidation of
the corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) nor more than sixty (60) days prior to the date of such meeting. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the stockholder at such
stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and
purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice
thereof, or by electronic transmission by such person, either before or after such meeting, and will be waived
by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy,
except when the stockholder 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. Any
stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by
the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if
applicable, or by proxy duly authorized, of the holders of stock representing a majority of the voting power of
all outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the
absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the
chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting,
at which a quorum is present, may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by
applicable rules of the principal stock exchange on which the corporation’s shares are listed, or by the
Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative
A-4