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EXHIBIT 3.2
BYLAWS
OF
REQUISITE TECHNOLOGY, INC.
ARTICLE I
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall be
held on such date, at such time and at such place as shall be set by the Board
of Directors for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statute, may be called by the President,
and by the Board of Directors.
Section 3. Place of Meeting. The Board of Directors may designate any place
as the place for any annual meeting or for any special meeting of stockholders.
If no designation is made the place of the meeting shall be the registered
office of the Company in the State of Delaware.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting, and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, the notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his address as it appears on the stock transfer
books of the Company, with postage thereon prepaid.
Section 5. Quorum. A majority of the shares outstanding of the Company
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a quorum is represented at a meeting,
a majority of the shares so represented may adjourn the meeting without further
notice if the time and place thereof are announced at the meeting at which the
adjournment is taken, provided, however, that the period shall not exceed thirty
(30) days for any one adjournment. At such adjournment of a 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 called. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.
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If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater number is required by
law or the Certificate of Incorporation.
Section 6. Proxies. At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or his duly authorized attorney
in fact. Such proxy shall be filed with the Secretary of the Company before or
at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one
vote, and each fractional share shall be entitled to a corresponding fractional
vote on each matter submitted to a vote at a meeting of the stockholders except
as otherwise provided in the Certificate of Incorporation. In the election of
Directors, each record holder of stock entitled to vote at such election shall
have the right to vote the number of shares owned by him for as many persons as
there are directors to be elected, and for whose election he has the right to
vote. Cumulative voting shall not be allowed.
Section 8. Action Without a Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken or which may be
taken at a meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE II
Board of Directors
Section 1. General Powers. The business and affairs of the Company shall be
managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors of the
Company shall be fixed from time to time by the Board of Directors. Directors
shall be elected at each annual meeting of stockholders. Each Director shall
hold office until the next annual meeting of stockholders and thereafter until
his successor shall have been elected and qualified. Directors need not be
stockholders of the Company.
Section 3. Vacancies. Any Director may resign at any time by giving written
notice to the President or to the Secretary of
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the Company. Such resignation shall take effect at the time specified therein
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. Any vacancy occurring in the Board
of Directors, including any vacancy created by an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum. A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after and at the
same place as the annual meeting of stockholders. The Board of Directors may
adopt a resolution as to the time and place for the holding of additional
regular meetings without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two (2) Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place as the place for holding any special meeting of the Board of
Directors called by them.
Section 6. Notice. Notice of any special meeting shall be given at least
seven (7) days prior thereto by written notice delivered personally or mailed to
each Director at his business address or by notice given at least two (2) days
prior to the meeting by telegraph. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
But if less than a majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Action. The act of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
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Section 9. Compensation. By resolution of the Board of Directors, any
Director may be paid any one of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at each meeting; or a stated
annual amount as a Director. No such payment shall preclude any Director from
serving the Company in any other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A Director of the Company who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he files his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 11. Meeting by Conference Telephone. Members of the Board of
Directors or any committee designated by the Board may participate in a meeting
of the Board or committee by means of a conference telephone or similar
communications equipment by which all persons participating in a meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.
Section 12. Action Without a Meeting. Any action required or permitted to be
taken at a meeting of the Directors or any committee designated by the Board may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors or all members of the committee
entitled to vote with respect to the subject matter thereof. Such consent shall
have the same force and effect as a unanimous vote of the Directors or of the
committee.
Section 13. Committees. The Board of Directors may appoint an executive
committee and any other committee of the Board of Directors, to consist of one
or more directors of the Company, and may delegate to any such committee any of
the authority of the Board of Directors, however conferred, other than the power
or authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Company's property
and assets, recommending to the stockholders the sale, lease or exchange of all
or substantially all of the Company's property and assets, recommending to the
stockholders a dissolution of the Company or a revocation of a dissolution, or
amending the Bylaws of the Company. No committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock unless the
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resolution creating such committee expressly so provides. Each such committee
shall serve at the pleasure of the Board of Directors, shall act only in the
intervals between meetings of the Board of Directors and shall be subject to the
control and direction of the Board of Directors. Any such committee may act by a
majority of its members at a meeting or by a writing or writings signed by all
of its members. Any such committee shall keep written minutes of its meetings
and report the same to the Board of Directors at the next regular meeting of the
Board of Directors.
ARTICLE III
Officers and Agents
Section 1. General. The officers of the Company shall be a Chairman, a
President, one (1) or more Vice Presidents, a Secretary, and a Treasurer. The
Board of Directors may appoint such other officers, assistant officers, and
agents, including assistant secretaries and assistant treasurers, as they may
consider necessary, who shall be chosen in such a manner and hold their offices
for such terms and have such authority and duties as from time to time may be
determined by the Board of Directors. The salaries for all the officers of the
Company shall be fixed by the Board of Directors. Any number of offices may be
held by the same person. In all cases where duties of any officer, agent or
employee are not prescribed by the Bylaws or by the Board of Directors, such
officer, agent or employee shall follow the orders and instructions of the
President.
Section 2. Election and Term of Office. The officers of the Company shall be
elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the stockholders. Each officer shall hold
office until the first of the following to occur: until his successor shall have
been duly elected and shall have qualified; until his death; until he shall
resign; or until he shall have been removed in the manner hereafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Company will be
served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman shall preside at all Board of
Directors and Shareholders meetings and, in the event of a vacancy in the office
of the President, shall act as chief executive officer of the Company, subject
to the direction and supervision of the Board of Directors.
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Section 6. President. The President shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
Company. He shall preside at all meetings of stockholders and Directors, he
shall have general supervision of the affairs of the Company, and he shall sign
or countersign all certificates of stock, contracts and other instruments of the
Company.
Section 7. Vice President. In the absence or disability of the President, the
Vice President shall perform the duties of the President. The Vice President
shall assist the President and shall perform the duties as may be assigned to
him by the President or the Board of Directors.
Section 8. Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and the Board of Directors, (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law, (c) be custodian of the corporate records and of the seal of
the Company and affix the seal to all documents when authorized by the Board of
Directors, (d) keep at its registered office or principal place of business a
record containing the names and addresses of all stockholders and the number and
class of shares held by each, unless such record shall be kept at the office of
the Company's transfer agent or registrar, (e) sign with the President or Vice
President certificates for shares of the Company, the issuance of which shall
have been authorized by resolution of the Board of Directors, and (f) have
general charge of the stock transfer books of the Company, unless the Company
has a transfer agent.
Section 9. Treasurer. The Treasurer shall be the principal financial officer
of the Company and shall have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the Company and shall
deposit the same in accordance with the instruction of the Board of Directors.
He shall receive and give receipts and acquittances for monies paid in on
account of the Company, and shall pay out of the funds on hand all bills,
payrolls, and other just debts of the Company of whatever nature upon maturity.
He shall perform all other duties incident to the office of Treasurer, and upon
request of the Board of Directors, shall make such reports to it as may be
required at any time. He shall, if required by the Board, give the Company a
bond in such sums and with such sureties as shall be satisfactory to the Board,
conditioned upon the faithful performance of his duties and for the restoration
to the Company of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Company.
He shall have such other powers and perform such other duties as may be from
time to time prescribed by the Board of Directors or the President.
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ARTICLE IV
Stock
Section 1. Certificates. Shares of the Company's stock shall be represented
by consecutively numbered certificates signed in the name of the Company by its
President or Vice President and by the Secretary or the Treasurer and shall be
sealed with the seal of the Company. Certificates of stock shall be in such form
consistent with law as shall be prescribed by the Board of Directors. No
certificates shall be issued until the shares represented thereby are fully
paid.
Section 2. Lost Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond in such form and amount and with such surety as it may
determine, before issuing a new certificate.
Section 3. Transfer of Shares. Upon surrender to the Company of a certificate
of stock duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, and such documentary stamps as may be
required by law, it shall be the duty of the Company to issue a new certificate
to the person entitled thereto, and cancel the old certificate. Every such
transfer of stock shall be entered on the stock book of the Company which shall
be kept at its principal office or by its registrar duly appointed. The Company
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice thereof except as
may be required by the laws of the State of Delaware.
ARTICLE V
Indemnification of Officers and Directors
To the full extent authorized or permitted by law, the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a Director or officer of the Company or is or was serving at the
request of the Company in any capacity any other corporation, partnership, joint
venture, trust or other enterprise.
ARTICLE VI
Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law, by the
Certificate of Incorporation or by these Bylaws, a
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waiver thereof in writing signed by the director, stockholder or other person
entitled to said notice, whether before, at or after the time stated therein, or
his appearance at such meeting in person or (in the case of a stockholder's
meeting) by proxy, shall be equivalent to such notice.
Section 2. Amendments. Subject to repeal or change by action of the
stockholders, the Board of Directors shall have the power to make, amend and
repeal the Bylaws of the Company at any regular meeting of the Board of
Directors or at any special meeting called for that purpose.
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AMENDMENT NO. 1 TO THE BYLAWS
OF
REQUISITE TECHNOLOGY, INC.
The Bylaws of the Company, adopted on November 24, 1993, are hereby
amended to add a new Section 4, to Article IV, as follows:
Section 4. RIGHT OF FIRST REFUSAL. No shareholder shall sell, assign,
pledge, or in any manner transfer any shares granted hereunder, or any right or
interest therein, whether voluntarily or by operation of law, or by gift or
otherwise, except by a transfer which meets the requirements hereinafter set
forth in this Bylaw.
A. If the shareholder desires to sell or otherwise transfer any shares,
then the shareholder shall first give written notice thereof to the Company. The
notice shall name the proposed transferee and state the number of shares to be
transferred, the proposed consideration, and all other terms and conditions of
the proposed transfer.
B. For thirty (30) days following receipt of such notice, the Company
shall have the option to purchase all (but not less than all) of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided, however, that, with the consent of the shareholder, the
Company shall have the option to purchase a lesser portion of the shares
specified in said notice at the price and upon the terms set forth therein. In
the event of a gift, property settlement or other transfer in which the proposed
transferee is not paying the full price for the shares, and that is not
otherwise exempted from the provisions of this section, the price shall be
deemed to be the fair market value of the share at such time, as determined in
good faith by the Board of Directors. In the event the Company elects to
purchase all of the shares or, with consent of the shareholder, a lesser portion
of the shares, it shall give written notice to the transferring shareholder of
its election and settlement for said shares shall be made as provided below in
paragraph D.
C. The Company may assign its rights hereunder.
D. In the event the Company and/or its assignee(s) elect to acquire any
of the shares of the transferring shareholder as specified in said shareholder's
notice, the Secretary of the Company shall so notify the transferring
shareholder and settlement thereof shall be made in cash within thirty (30) days
after the Secretary of the Company receives said shareholder's notice; provided
that if the terms of payment set forth in said shareholder's notice were other
than cash against delivery, the Company and/or its assignee(s) shall pay for
said shares on the same terms and conditions set forth in said transferring
shareholder's notice.
E. In the event the Company and/or its assignee(s) do not elect to
acquire all of the shares specified in the transferring shareholder's notice,
said shareholder may, within the sixty (60) day period following the expiration
of the option rights granted to the Company and/or its
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assignee(s) herein, transfer the shares specified in said transferring
shareholder's notice which were not acquired by the Company and/or its
assignee(s) as specified in said transferring shareholder's notice. All shares
so sold by said shareholder shall continue to be subject to the provisions of
this Bylaw in the same manner as before said transfer.
F. Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this Bylaw:
i) A shareholder's transfer of any or all shares held either
during such shareholder's lifetime or on death by will or intestacy to
such shareholder's immediate family or to any custodian or trustee for
the account of such shareholder or such shareholder's immediate family.
"Immediate family" as used herein shall mean spouse, lineal descendant,
father, mother, brother, or sister of the shareholder making the
transfer.
ii) A shareholder's bona fide pledge or mortgage of any shares
with a commercial lending institution, provided that any subsequent
transfer of said shares by said institution shall be conducted in the
manner set forth in this Bylaw.
iii) A shareholder's transfer of any or all of such
shareholder's shares to the Company or to any other shareholder of the
Company.
iv) A shareholder's transfer of any or all of such
shareholder's shares to a person who, at the time of such transfer, is
an officer or director of the Company.
v) A corporate shareholder's transfer of any or all of its
shares pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of shares or capital reorganization of
the corporate shareholder, or pursuant to a sale of all or
substantially all of the stock or assets of a corporate shareholder.
vi) A corporate shareholder's transfer of any or all of its
shares to any or all of its shareholders.
vii) A transfer by a shareholder which is a limited or general
partnership to any or all of its partners or former partners.
In any such case, the transferee, assignee, or other recipient shall
receive and hold such shares subject to the provisions of this Bylaw, and there
shall be no further transfer of such stock except in accord with this Bylaw.
G. The provisions of this Bylaw may be waived with respect to any
transfer either by the Company, upon duly authorized action of its Board of
Directors or by the shareholders, upon the express written consent of the owners
of a majority of the voting power of the Company (excluding the votes
represented by those shares to be transferred by the by the transferring
shareholder). This Bylaw may be amended or repealed either by a duly authorized
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action of the Board of Directors or by the shareholders, upon the express
written consent of the owners of a majority of the voting power of the Company.
H. Any sale or transfer, or purported sale or transfer, of shares shall
be null and void unless the terms, conditions, and provisions of this Bylaw are
strictly observed and followed.
I. The foregoing right of first refusal shall terminate on either of
the following dates, whichever shall first occur:
i) On July 31, 2006; or
ii) Upon the date securities of the Company are first offered
to the public pursuant to a registration statement filed with and
declared effective by, the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended.
J. The Certificates representing shares of the Company shall bear the
following legend so long as the foregoing right of first refusal remains in
effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR
ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE COMPANY, AS
AMENDED.
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AMENDMENT NO. 2 TO THE BYLAWS
OF
REQUISITE TECHNOLOGY, INC.
Section 4, Article IV of the Bylaws of the Company is hereby amended
and restated to read in its entirety as follows:
Section 4. RIGHT OF FIRST REFUSAL. No shareholder shall sell, assign,
pledge, or in any manner transfer any of the shares of the Common Stock of the
Company or any right or interest therein, whether voluntarily or by operation of
law, or by gift or otherwise, except by a transfer which meets the requirements
hereinafter set forth in this bylaw:
A. If the shareholder desires to sell or otherwise transfer any of its
shares of Common stock, then the shareholder shall first give written notice
thereof to the corporation. The notice shall name the proposed transferee and
state the number of shares to be transferred, the proposed consideration, and
all other terms and conditions of the proposed transfer.
B. For thirty (30) days following receipt of such notice, the Company
shall have the option to purchase all (but not less than all) of the shares
specified in the notice at the price and upon the terms set forth in such
notice; provided, however, that, with the consent of the shareholder, the
Company shall have the option to purchase a lesser portion of the shares
specified in said notice at the price and upon the terms set forth therein. In
the event of a gift, property settlement or other transfer in which the proposed
transferee is not paying the full price for the shares, and that is not
otherwise exempted from the provisions of this Section, the price shall be
deemed to be the fair market value of the stock at such time as determined in
good faith by the Board of Directors. In the event the corporation elects to
purchase all of the shares or, with consent of the shareholder, a lesser portion
of the shares, it shall give written notice to the transferring shareholder of
its election and settlement for said shares shall be made as provided below in
paragraph (D).
C. The Company may assign its rights hereunder.
D. In the event the Company and/or its assignee(s) elect to acquire any
of the shares of the transferring shareholder as specified in said transferring
shareholder's notice, the Secretary of the Company shall so notify the
transferring shareholder and settlement thereof shall be made in cash within
thirty (30) days after the Secretary of the Company receives said transferring
shareholder's notice; provided that if the terms of payment set forth in said
transferring shareholder's notice were other than cash against delivery, the
Company and/or its assignee(s) shall pay for said shares on the same terms and
conditions set forth in said transferring shareholder's notice.
1.
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E. In the event the Company and/or its assignees(s) do not elect to
acquire all of the shares specified in the transferring shareholder's notice,
said transferring shareholder may, within the sixty (60)-day period following
the expiration of the option rights granted to the Company and/or its
assignees(s) herein, transfer the shares specified in said transferring
shareholder's notice which were not acquired by the Company and/or its
assignees(s) as specified in said transferring shareholder's notice. All shares
so sold by said transferring shareholder shall continue to be subject to the
provisions of this Bylaw in the same manner as before said transfer.
F. Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this Bylaw:
i) A shareholder's transfer of any or all shares held either
during such shareholder's lifetime or on death by will or intestacy to
such shareholder's immediate family or to any custodian or trustee for
the account of such shareholder or such shareholder's immediate family.
"Immediate family" as used herein shall mean spouse, lineal descendant,
father, mother, brother, or sister of the shareholder making such
transfer.
ii) A shareholder's bona fide pledge or mortgage of any shares
with a commercial lending institution, provided that any subsequent
transfer of said shares by said institution shall be conducted in the
manner set forth in this Bylaw.
iii) A shareholder's transfer of any or all of such
shareholder's shares to the Company or to any other shareholder of the
Company.
iv) A shareholder's transfer of any or all of such
shareholder's shares to a person who, at the time of such transfer, is
an officer or director of the Company.
v) A corporate shareholder's transfer of any or all of its
shares pursuant to and in accordance with the terms of any merger,
consolidation, reclassification of shares or capital reorganization of
the corporate shareholder, or pursuant to a sale of all or
substantially all of the stock or assets of a corporate shareholder.
vi) A corporate shareholder's transfer of any or all of its
shares to any or all of its shareholders.
vii) A transfer by a shareholder which is a limited or general
partnership to any or all of its partners or former partners.
In any such case, the transferee, assignee, or other recipient shall
receive and hold such stock subject to the provisions of this bylaw, and there
shall be no further transfer of such stock except in accord with this Bylaw.
G. The provisions of this Bylaw may be waived with respect to any
transfer either by the Company, upon duly authorized action of its Board of
Directors, or by the shareholders, upon the express written consent of the
owners of a majority of the voting power of the Company (excluding the votes
represented by those shares to be transferred by the transferring shareholder).
2.
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Subject to the terms of the Company's Certificate of Incorporation, this Bylaw
may be amended or repealed either by a duly authorized action of the Board of
Directors or by the shareholders, upon the express written consent of the owners
of a majority of the voting power of the Company.
H. Any sale or transfer, or purported sale or transfer, of Common stock
of the Company shall be null and void unless the terms, conditions, and
provisions of this Bylaw are strictly observed and followed.
I. The foregoing right of first refusal shall terminate on either of
the following dates, whichever shall first occur:
i) On July 31, 2006; or
ii) Upon the date securities of the corporation are first
offered to the public pursuant to a registration statement filed with,
and declared effective by, the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended.
J. The certificates representing shares of Common stock of the Company
shall bear the following legend so long as the foregoing right of first refusal
remains in effect:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR
ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE COMPANY, AS
AMENDED.
3.
