LeapFrog 2015 Annual Report Download - page 197

(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
(1) The term ‘‘proceeding’’ shall be broadly construed and shall include, without limitation, the
investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of
testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
(2) The term ‘‘expenses’’ shall be broadly construed and shall include, without limitation, court
costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and
expenses of any nature or kind incurred in connection with any proceeding.
(3) The term the ‘‘corporation’’ shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this Section 45 with respect to the
resulting or surviving corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(4) References to a ‘‘director,’’ ‘‘executive officer,’’ ‘‘officer,’’ ‘‘employee,’’ or ‘‘agent’’ of the
corporation shall include, without limitation, situations where such person is serving at the request of the
corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
(5) References to ‘‘other enterprises’’ shall include employee benefit plans; references to ‘‘fines’’
shall include any excise taxes assessed on a person with respect to an employee benefit plan; and
references to ‘‘serving at the request of the corporation’’ shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and
a person who acted in good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
‘‘not opposed to the best interests of the corporation’’ as referred to in this Section 45.
ARTICLE XIIXIII
NOTICES
Section 45.46. Notices.
(a) Notice To Stockholders. Written notice to stockholders of stockholder meetings shall be given as
provided in Section 7 herein. Without limiting the manner by which notice may otherwise be given effectively
to stockholders under any agreement or contract with such stockholder, and except as otherwise required by
law, written notice to stockholders for purposes other than stockholder meetings may be sent by US mail or
nationally recognized overnight courier, or by facsimile or by electronic mail or other electronic means.
Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to
stockholders given by the corporation under any provision of 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 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; provided, however, the inadvertent failure to treat such
inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this
subsection (a) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic
mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic
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