EFTA01584006.pdf

- 1 35Ft; 1 19 5kSEN111: Whoftrvcr a COMptOrrlISC or SITarrOtfir is prnponed between this corporadon and its creditors or coy class of than and/ix between this corporation and its Stockholders or any dam of than, any eosin of eqvitable jurisdiction within the State of Delaware may, on the sppliadion in a summary way of this corporation or of arty creditor or stockholder thereof or on the applicatior of any receiver or recciven appointed for this axpotatlon under the provisions tat II 291 of Title g of the Delaware Code or oo the application of trustees in thr4OlUttOtl or of any receiver or receivers appototed fur this corporation under the proirdinns off 279 of Title II of the Deleware Gado order a meeting of the acditors or class of creditors, and/or of tho stockholders or data of stockholders of this corporation, as the caw may be, to be summoned to such manner as the said court direct', if a majority in number representing three fourths in rake of the erecktra or elms of creditors, and/or of the stockholders or dais of stockholders of this corporation, es the ease may be, egret to any compromise or arrangement and to coy icor/Antra/twin of tbis corporation as conscquence of suctiannproatist or at tangesocnt, the said compromise or arrangement and the said reorganization shall, If sanctioned by the court to which the said application has been made, he binding or all the creditors or class of creditors, and/or on all the stockholders or truss of stockholders, of this corporation, as the case may he, and also no this corpot idiot FAcIna For the management of the business and for the conduct of the affairs of the corporation. and in further definition, Imitation. and regulation of the powers of the corporation and of its threcton and of Its stockholders or 11, dal.% thertla, as the case nay be. it it further provided: I. The mauagernein of the business end the conduct of the affairs of the corporation shalt be vested in its Board of Dieerinrs, The number of directors which shalt comiliute the whole Board of Directors shall be fired br. or in the morn provided in, the Bylaws the phrase 'whole Board" and the phrase "mod norolver of directors' shalt be deemed to have the same meaning, to wit, the total number of directors which the codpotatiort would have if there errs no vatancies. Nu election of directors need be by written ballot 2. After the ongthal or other Bylaws of the corporation have Petri adopted, amended, or repealed, as the ease May be, to accordance with the provisions of 199 of the Genets/ Corporation law of the Siete of Delanai c, and. after the corporation has received any payment for any of ha stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be nereised by the Board of Directors of the corporatme; provided, however. that any provision foe the classification of director' of the corporation for staggered tears pursuant to the provisions of subsealon (d) off 141 of the General Corporation Law of the State of Delaware stoat be set forth in an etre UM:7;lnain 110I1341/87nd II :Wt soar too fl JI - vvi ." t Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063818 EFTA01584006