(b) A written waiver of any such notice signed by the person entitled thereto, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance of an individual at a meeting in person, by proxy, or by remote communication shall constitute a waiver of notice of such meeting, except when the person attends the
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. Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
SECTION 2.05. Quorum. Unless otherwise provided under the Certificate of Incorporation or these
bylaws and subject to Delaware Law, the presence, in person, by proxy, or by remote communication, of the holders of record of a majority of the then issued and outstanding capital stock of the Corporation entitled to vote at a meeting of
stockholders shall be necessary and sufficient to constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, any officer entitled to preside at or act as
secretary of a meeting of stockholders shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as originally notified.
SECTION 2.06. Voting and Proxies.
(a) Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, the holder of Common Stock of the Corporation shall be entitled to one vote for each then issued and outstanding share of Common Stock held by
such stockholder. Any share of Preferred Stock of the Corporation, unless otherwise provided for in its certificate of designation, and any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Unless
otherwise provided in Delaware Law, the Certificate of Incorporation or these bylaws, the affirmative vote of a majority of the shares of Common Stock of the Corporation present, in person, by means of remote communication, or by written proxy, at a
meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders.
(b) Any stockholder entitled to
vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by written proxy, provided that the instrument authorizing such proxy to act
shall have been executed in writing (which shall include faxing, telegraphing or cabling) or by electronic transmission by the stockholder himself or by such stockholders duly authorized attorney and no such proxy shall be voted or acted upon
after three (3) years from its date of authorization, unless the proxy provides for a longer period.