2005-10-05_GENERAL DOCUMENTS - C1989074

• Permit No: C1989074
• IBM Index Class Name: General Documents
• Doc Date: 10/5/2005
• Doc Name: AVS File
• Media Type: D
• Archive: No

a director of the corporation or of an obligation of an entity in
which a director of the corporation is a director or officer or has
a financial interest; or (iii) a contract or transaction between
the corporation and a director of the corporation or between the
corporation and an entity in which a director of the corporation is
a director or officer or has a financial interest. No conflicting
interest transaction shall be void or voidable, be enjoined, be set
aside, or give rise to an award of damages or other sanctions in a
proceeding by a shareholder or by or in the right of the
corporation, solely because the conflicting interest transaction
involves a director of the corporation or an entity in which a
director of the corporation is a director or officer or has a
financial interest, or solely because the director is present at or
participates in the meeting of the corporation's board of directors
or of the committee of the board of directors which authorizes,
approves or ratifies a conflicting interest transaction, or solely
because the director's vote is counted for such purpose if: (A)
the material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed or are
known to the board of directors or the committee, and the board of
directors or committee in good faith authorizes, approves or
ratifies the conflicting interest transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or (B) the
material facts as to the director's relationship or interest and as
to the conflicting interest transaction are disclosed or are known
to the shareholders entitled to vote thereon, and the conflicting
interest transaction is specifically authorized, approved or
ratified in good faith by a vote of the shareholders; or (C) a
conflicting interest transaction is fair as to the corporation as
of the time it is authorized, approved or ratified by the board of
directors, a committee thereof, or the shareholders. Common or
interested directors may be counted in determining the presence of
a quorum at a meeting of the board of directors or of a committee
which authorizes, approves or ratifies the conflicting interest
transaction.
(b) Loans and Guaranties for the Benefit of Directors.
Neither the board of directors nor any committee thereof shall
authorize a loan by the corporation to a director of the
corporation or to an entity in which a director of the corporation
is a director or officer or has a financial interest, or a guaranty
by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of
the corporation is a director or officer or has a financial
interest, until at least ten days after written notice of the
proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue
of the loan or guaranty were submitted to a vote of the
shareholders. The requirements of this paragraph (b) are in
addition to, and not in substitution for, the provisions of
paragraph (a) of this Article SIXTH.
(c) Indemnification. The corporation shall indemnify,
to the maximum extent permitted by law, any person who is or was a
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