eTrade 2000 Annual Report Download - page 110

SIXTH . (a) Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or
special meeting of stockholders of the Corporation and may not be effected by any consent in writing of such stockholders.
(b) Special meetings of stockholders of the Corporation may be called only by the (i)Chairman of the Board of Directors, (ii)
President, (iii) Chairman or the Secretary at the written request of a majority of the total number of Directors which the Corporation
would have if there were no vacancies upon not fewer than 10 or more than 60 days’ written notice, or (iv) holders of shares entitled to
cast not less than 10 percent of the votes at such special meeting upon not fewer than 10 nor more than 60 days’ written notice. Any
request for a special meeting of stockholders shall be sent to the Chairman and the Secretary and shall state the purposes of the
proposed meeting. Special meetings of holders of the outstanding Preferred Stock may be called in the manner and for the purposes
provided in the resolutions of the Board of Directors providing for the issue of such stock. Business transacted at special meetings
shall be confined to the purpose or purposes stated in the notice of meeting.
(c) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at
least 662 / 3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article
SIXTH.
SEVENTH. (a) The number of Directors which shall constitute the whole Board of Directors of this corporation shall be as specified
in the Bylaws of this corporation, subject to this Article SEVENTH.
(b) The Directors shall be classified with respect to the time for which they severally hold office into three classes designated Class I,
Class II and Class III, as nearly equal in number as possible, as shall be provided in the manner specified in the Bylaws of the
Corporation. Each Director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual
meeting at which the Director was elected; provided, however, that each initial Director in Class I shall hold office until the annual
meeting of stockholders in 1999, each initial Director in Class II shall hold office until the annual meeting of stockholders in 1998, and
each initial Director in lass III shall hold office until the annual meeting of stockholders in 1997. Notwithstanding the foregoing
provisions of this Article SEVENTH, each Directors shall serve until his successor is duly elected and qualified or until his death,
resignation or removal.
(c) In the event of any increase or decrease in the authorized number of Directors, (i) each Director then serving as such shall
nevertheless continue as a Director of the class of which he is a member until the expiration of his current term, or his early
resignation, removal from office or death, and (ii) the newly created or eliminated directorship resulting from such increase or decrease
shall be apportioned by the Board of Directors among the three classes of Directors so as to maintain such classes as nearly equally as
possible.
(d) Any Director or the entire Board of Directors may be removed by the affirmative vote of the holders of at least 662 / 3 percent of
the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a
single class.
(e) Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at
least 662 / 3% of the combined voting power of all shares of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to alter, change, amend, repeal or adopt any provision inconsistent with, this Article
SEVENTH.
EIGHTH . (a) 1. In addition to any affirmative vote required by law, any Business Combination (as hereinafter defined) shall require
the affirmative vote of at least 662 / 3% of the combined voting power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class (for purposes of this Article EIGHTH, the “Voting Shares”). Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified by law or
in any agreement with any national securities exchange or otherwise.
2. The term “Business Combination” as used in this Article EIGHTH shall mean any transaction which is referred to in any one or
more of the following clauses (A) through (E):
(A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested
Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter defined) or Associate (as hereinafter defined) of an Interested
Stockholder; or
2002. EDGAR Online, Inc.