On April 16, 2008, the Company's Board of Directors amended and restated the Company's By-Laws to update the By-Laws to harmonize them with the Company's other governance documents and to reflect current developments in Delaware law and SEC regulations. Among other things, the amended and restated By-Laws: (i) amend provisions relating to meetings of the stockholders of the Company to clarify the voting requirements applicable to and procedures for actions taken at such meetings and to allow such meetings to take place by remote communication; (ii) amend provisions relating to notice requirements to facilitate the giving of notice and the waiver of notice by electronic transmission; (iii) amend provisions regarding the composition of the Board of Directors and clarify language regarding reduction in the authorized number of directors; (iv) update provisions governing stock certificates, uncertificated shares and transfers of stock; and (v) amend provisions regarding indemnification to clarify the scope of indemnification provided thereby. The amended and restated By-Laws allow the Company to, inter alia, take advantage of recent amendments to the Delaware General Corporation Law that permit a corporation to use electronic communications in lieu of more traditional means of communications. The Company believes that economics and efficiencies can be realized through the use of electronic communications which will result in significant time and cost savings to both the Company and its stockholders. Further, the updating of the By-Law provisions relating to the use and transfer of uncertificated shares should also result in efficiencies and economies with related savings for both the Company and stockholders.
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