Windstream 2013 Annual Report Download - page 91

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will not, have the right to vote or direct the vote at the Stockholder Requested Special Meeting or as to which such
holder has, at any time during the One-Year Period, entered into any derivative or other agreement, arrangement or
understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences
of ownership of such shares. Whether the requesting holders have complied with the requirements of this Section 2(b)
and related provisions of these Bylaws shall be determined in good faith by the Board of Directors or its designees,
which determination shall be conclusive and binding on the Corporation and the stockholders.
(c) In order for a Stockholder Requested Special Meeting to be called, one or more Special Meeting Requests
must be signed by the Requisite Percentage of stockholders submitting such request and by each of the beneficial
owners, if any, on whose behalf the Special Meeting Request is being made and must be delivered to the secretary of
the Corporation. The Special Meeting Request(s) shall be delivered to the secretary at the principal executive offices
of the Corporation by nationally recognized private overnight courier service, return receipt requested. Each Special
Meeting Request shall (i) set forth a statement of the specific purpose(s) of the Stockholder Requested Special
Meeting and the matters proposed to be acted on at it, (ii) bear the date of signature of each such stockholder signing
the Special Meeting Request, (iii) set forth (A) the name and address, as they appear in the Corporation’s books, of
each stockholder signing such request and the beneficial owners, if any, on whose behalf such request is made and (B)
the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of
record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) by each such stockholder and the
beneficial owners, if any, on whose behalf such request is made, (iv) set forth any material interest of each stockholder
signing the Special Meeting Request in the business desired to be brought before the Stockholder Requested Special
Meeting, (v) include documentary evidence that the stockholders requesting the special meeting own the Requisite
Percentage as of the date on which the Special Meeting Request is delivered to the secretary of the Corporation;
provided, however, that if the stockholders are not the beneficial owners of the shares constituting all or part of the
Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if
not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the
secretary of the Corporation within ten (10) days after the date on which the Special Meeting Request is delivered
to the secretary of the Corporation) that the beneficial owners on whose behalf the Special Meeting Request is made
beneficially own such shares as of the date on which such Special Meeting Request is delivered to the secretary, (vi)
an agreement by each of the stockholders requesting the special meeting and each beneficial owner, if any, on whose
behalf the Special Meeting Request is being made to notify the Corporation promptly in the event of any decrease
in the net long position held by such stockholder or beneficial owner following the delivery of such Special Meeting
Request and prior to the Stockholder Requested Special Meeting and an acknowledgement that any such decrease
shall be deemed to be a revocation of such Special Meeting Request by such stockholder or beneficial owner to the
extent of such reduction, (vii) contain any other information that would be required to be provided by a stockholder
seeking to bring an item of business before an annual meeting of stockholders pursuant to Article II, Section 11 of
these Bylaws, and, (viii) if the purpose of the Stockholder Requested Special Meeting includes the election of one
or more Directors, contain any other information that would be required to be set forth with respect to a proposed
nominee pursuant to Article III, Section 4 of these Bylaws. Each stockholder making a Special Meeting Request
and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made is required to update
such Special Meeting Request delivered pursuant to this Section 2 in accordance with the requirements of Article II,
Section 11 and Article III, Section 4 of these Bylaws. Any requesting stockholder may revoke his, her or its Special
Meeting Request at any time prior to the Stockholder Requested Special Meeting by written revocation delivered to
the secretary of the Corporation at the principal executive offices of the Corporation. If at any time after sixty (60)
days following the earliest dated Special Meeting Request, the unrevoked (whether by specific written revocation or
by a reduction in the net long position held by such stockholder, as described above) valid Special Meeting Requests
represent in the aggregate less than the Requisite Percentage, there shall be no requirement to hold a Stockholder
Requested Special Meeting.
(d) In determining whether Special Meeting Requests have met the requirements of this Section 2, multiple
Special Meeting Requests will be considered together only if (i) each Special Meeting Request identifies substantially
the same purpose or purposes of the requested special meeting and substantially the same matters proposed to be
acted on at the Stockholder Requested Special Meeting (in each case as determined in good faith by the Board), and
(ii) such Special Meeting Requests have been delivered to the secretary within 60 days of the delivery to the secretary
of the earliest dated Special Meeting Request relating to such item(s) of business.