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(a)

Except as otherwise required by law, special meetings of the shareholders may be held whenever called by the Chairman of the Board; the President; a majority of the Board of Directors; or shareholders as provided below. Subject to subsections (b) through (d) of this Section 2.02 and Section 2.05(b), a special meeting of shareholders shall be called by the Secretary upon the written request (a “Special Meeting Request”) of one or more shareholders who have continuously held of record for at least one year, as of the date of the Secretary’s receipt of the Special Meeting Request, “Net Long Shares” (as defined in subsection (e) of this Section 2.02) representing in the aggregate at least 15% of the outstanding capital stock of the Company entitled to vote on the matter or matters to be brought before the proposed special meeting (such Net Long Shares held for the requisite period, the “Requisite Percent” and each requesting shareholder, a “Special Meeting Requesting Shareholder” and, collectively, the “Special Meeting Requesting Shareholders”). A Special Meeting Requesting Shareholder may revoke the Special Meeting Requesting Shareholder’s participation in a Special Meeting Request at any time by written revocation delivered to the Secretary and, if following such revocation, the remaining un-revoked requests are from Special Meeting Requesting Shareholders holding in the aggregate less than the Requisite Percent, the Board, in its sole discretion, may cancel the special meeting.

(b)	The Secretary shall not be required to call a special meeting upon receiving a Special Meeting Request if:

(1)	an annual or special meeting of shareholders that included an identical or substantially similar item of business, as determined in good faith by the Board of Directors (“Similar Business”), was held not more than ninety (90) days before the Special Meeting Request was received by the Secretary;

(2)

the Board of Directors has called or calls for an annual or special meeting of shareholders to be held within ninety (90) days after the Secretary receives the Special Meeting Request and the Board of Directors determines in good faith that the business to be conducted at such meeting includes Similar Business (for purposes of this Section 2.02(b), the election of directors shall be deemed to be Similar Business with respect to all items of business involving the election or removal of directors,

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(3)	the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law; or

(4)	such Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor regulation or act), or other applicable law.

(c)

A special meeting called by the Chairman of the Board, the President. a majority of the Board of Directors, or pursuant to a properly submitted Special Meeting Request, shall be held at such date, time, and place within or without the State of Arizona as may be fixed by the Board of Directors, or the Board of Directors may, in its sole discretion, determine that any special meeting shall not be held at any place, but may instead be held by means of remote communication in a manner authorized by law; provided, however, that with respect to a special meeting called pursuant to a properly submitted Special Meeting Request:

(1)	the date of any such special meeting shall be not more than ninety (90) days after the Secretary’s receipt of the properly submitted Special Meeting Request in the case of a Special Meeting Request relating to matters other than the election of directors; and

(2)	as required by Article Fifth of the Articles, the date of any such special meeting shall be not more than one hundred and eighty (180) days after the Secretary’s receipt of the properly submitted Special Meeting Request in the case of a Special Meeting Request relating to the election of directors.

(d)	Business transacted at any special meeting requested by the shareholders shall be limited to the purpose(s) stated in the Special Meeting Request; provided, however, that the Board of Directors shall have the authority in its discretion to submit additional matters to the shareholders, and to cause other business to be transacted, at any special meeting of shareholders.

(e)	“Net Long Shares” shall be limited to the number of shares beneficially owned, directly or indirectly, by each Special Meeting Requesting Shareholder that constitute such shareholder’s “net long position” as

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2.05.	Shareholder Nominees.

(a)	Annual Meetings of Shareholders.

(1)

Nominations of persons for election to the Board of Directors of the Company may be made at an annual meeting of shareholders only (i) pursuant to the Company’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, (iii) by any shareholder of the Company who was a shareholder at the time the notice provided for in Section 2.05(a) is delivered to the Secretary of the Company, who is entitled to vote at the meeting and who complies with the notice procedures set forth in Section 2.05(a), or (iv) by an Eligible Holder pursuant to Section 2.07.

(2)

For nominations to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 2.05(a), the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder nomination notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the one-hundred eightieth (180th) day prior to the date of the meeting at which the election is to occur (the “Advance Notice Deadline”). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

(3)

In addition to meeting the timely notice requirements of paragraph (a)(2) of this Section 2.05(a), in order for nominations to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 2.05(a), such shareholder’s notice shall set forth: (i) as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residence address of such proposed nominee, (B) the principal occupation or employment of such proposed nominee (present and for the past five years), (C) any Disclosable Interest of such proposed nominee, (D) any other information relating to such proposed nominee that would be

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(1)	Nominations of persons for election to the Board of Directors of the Company may be made at a special meeting of shareholders only (i) pursuant to the Company’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, or (iii) by Special Meeting Requesting Shareholders in compliance with Section 2.02 and this Section 2.05(b).

(2)

For nominations to be properly brought before a special meeting pursuant to clause (iii) of paragraph (b)(1) of this Section 2.05(b), the Special Meeting Request must be signed and dated by each of the Special Meeting Requesting Shareholders (or their duly authorized agents) and delivered to the Secretary. The Special Meeting Request must be sent to the Secretary at the principal executive offices of the Company by registered mail, return receipt requested. The Special Meeting Request shall set forth:

(i)

as to each person proposed to be nominated for election as a director, (A) the name, age, business address and residence address of such proposed nominee, (B) the principal occupation or employment of such proposed nominee (present and for the past five years), (C) any Disclosable Interest of such proposed nominee, (D) any other information relating to such proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors of the Company in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such proposed nominee to (1) having such person’s name placed in nomination at the meeting and to serve as a director of the Company if elected and (2) the public disclosure of information provided pursuant to this Section 2.05), (E) a notarized affidavit executed by each such proposed nominee to the effect that (1) if elected as a member of the Board of Directors, he or she will serve, (2) he or she currently

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(ii)

as to each Special Meeting Requesting Shareholder and the beneficial owner, if any, on whose behalf the nomination is made (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such Special Meeting Requesting Shareholder or beneficial owner), (A) the name and address of such Special Meeting Requesting Shareholder, as they appear on the Company’s books, and of such beneficial owner, if any (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner), and of any other shareholders known by such Special Meeting Requesting Shareholder to be supporting such nomination, (B) any Disclosable Interest of such shareholder and such beneficial owner, if any (including any affiliate or associate (each within

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(c)	General.

(1)

Only such persons who are nominated in accordance with the procedures set forth in this Section 2.05 or, in the case of an annual meeting of shareholders of the Company only, Section 2.07 shall be eligible to be elected at an annual or special meeting of shareholders of the Company to serve as directors. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (i) to determine whether a nomination was made in accordance with the procedures set forth in this Section 2.05 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination is made or solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee in compliance with such shareholder’s representation as required by clauses (a)(3)(ii)(E) and (b)(2)(ii)(G) of this Section 2.05, as applicable), and (ii) if any proposed nomination was not made or proposed in compliance with this Section 2.05, to declare that such nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.05, (X) if the shareholder, including a Special Meeting Requesting Shareholder (or a qualified representative of the shareholder) does not appear at the annual or

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(2)

To be eligible to be a nominee for election or re-election as a director of the Company, a person must deliver to the Secretary at the principal executive offices of the Company a written questionnaire with respect to the background, qualification, stock ownership and independence of such person to be nominated and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the Secretary) and a written representation and agreement (in the form provided by the Secretary) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action

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(3)

A shareholder providing notice of any nomination proposed to be made at a meeting pursuant to this Section 2.05 shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment, recess or postponement thereof, and such update and supplement shall be delivered to, or mailed to and received at, the principal executive offices of the Company not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the date for the meeting) or any adjournment, recess or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment, recess or postponement thereof). In addition, a shareholder holder providing notice of any nomination proposed to be made at a meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Company, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice. The Company may require any proposed nominee to furnish such other information as may reasonably be requested by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

(4)	Notwithstanding the foregoing provisions of this Section 2.05, a shareholder shall also comply with all applicable requirements of the

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(d)	Certain Definitions. For purposes of this Section 2.05 and Sections 2.06 and 2.07:

(1)

“beneficial ownership,” including the correlative terms “beneficially own” and “beneficial owner,” has the meaning in Rule 13d-3 under the Exchange Act, except that a person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Company as to which such person has a right to acquire (by conversion, exercise of otherwise) beneficial ownership currently or at any time in the future;

(2)

“Derivative Instrument” means any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Company or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Company, any “call equivalent position” or “put equivalent position” (as such terms are defined in Rule 16a-1 under the Exchange Act) that is, directly or indirectly, held or maintained by such shareholder, beneficial owner, if any, and nominee, if any, with respect to any shares of any class or series of capital stock of the Company (including any security or instrument that would not otherwise constitute a derivative security for purposes of such definitions as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination) or any other derivative or synthetic arrangement having characteristics of a long position in, or a short position with respect to, any class or series of shares of capital stock of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise; and

(3)	“Disclosable Interest” with respect to a person means (A)(i) the class or series and number of shares of capital stock of the Company that

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(4)	“public announcement” shall mean disclosure in a press release issued by the Company or in a document publicly filed or furnished by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act.

2.06.	Shareholder Proposals (Other than Director Nominations).

(a)	Annual Meetings of Shareholders.

(1)

The proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (i) pursuant to the Company’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, or (iii) by any shareholder of the Company who was a shareholder at the time the notice provided for in this Section 2.06 is delivered to the Secretary of the Company, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.06.

(2)

For shareholder proposed business (other than the election of directors) to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 2.06, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business must constitute a proper matter for shareholder action. To be timely, a shareholder notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Company). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any

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(3)

In addition to meeting the timely notice requirements of paragraph (a)(2) of this Section 2.06(b), in order for a shareholder proposal (other than the election of directors) to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 2.06, such shareholder’s notice shall set forth a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Company, the language for the proposed amendment), the reasons for conducting such business at the meeting, and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner), (i) the name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner, if any (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner), (ii) any Disclosable Interest of such shareholder and such beneficial owner, if any (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner), (iii) a complete and accurate description of all arrangements, agreements or understandings (whether written or oral) between such shareholder and such beneficial owner, if any, and between or among either or both of them and any other person or persons (including their names and addresses) (A) for the purposes of acquiring, holding, voting or disposing of any shares of capital stock of the Company, (B) to cooperate in obtaining, changing or influencing the control of the Company (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses), (C) with the effect or intent of increasing or decreasing the voting power of, or that contemplates any person voting together with, any shareholder with respect to any shares of capital stock of the Company or (D) otherwise in connection with the proposal of such business by such shareholder and such beneficial owner, if any, and any financial interest or other material interest of

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(b)	Special Meetings of Shareholders.

(1)	A shareholders proposal of business to be considered by the shareholders (other than the election of directors) may be made at a special meeting of shareholders only (i) pursuant to the Company’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, or (iii) by Requesting Shareholders in compliance with Section 2.02 and this Section 2.06.

(2)

For such other business to be properly brought before a special meeting pursuant to clause (iii) of paragraph (b)(1) of this Section 2.06, the Special Meeting Request must be signed and dated by each of the Special Meeting Requesting Shareholders (or their duly authorized agents) and delivered to the Secretary. The Special Meeting Request must be sent to the Secretary at the principal executive offices of the Company by registered mail, return receipt requested. The Special Meeting Request shall set forth a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Company, the language for the proposed amendment), the reasons for conducting such business at the meeting, and any material interest in such business of the Special Meeting Requesting Shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and as to each Special Meeting Requesting Shareholder and the beneficial owner, if any, on whose behalf the proposal is made (including any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such

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(c)	General.

(1)

Only shareholder proposals that comply with the procedures set forth in this Section 2.06 shall be conducted at an annual or special meeting of shareholders. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty (i) to determine whether any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.06 (including whether the shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s proposal in compliance with such shareholder’s representation as required by clauses (a)(3)(v) and (b)(2)(vii), as applicable), and (ii) if any proposed business was not made or proposed in compliance with this Section 2.06, to declare that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.06, (X) if the shareholder, including a Special Meeting Requesting Shareholder (or a qualified representative of the shareholder) does not appear at the annual or a special meeting of shareholders of the Company to present such business, such business shall not be transacted, notwithstanding that proxies

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(2)

A shareholder providing a notice of business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment, recess or postponement thereof, and such update and supplement shall be delivered to, or mailed to and received at, the principal executive offices of the Company not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the date for the meeting) or any adjournment, recess or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment, recess or postponement thereof). In addition, a shareholder providing a notice of business proposed to be brought before a meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices

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(3)

Notwithstanding the foregoing provisions of this Section 2.06, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.06. Nothing in this Section 2.06 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act.

2.07	Shareholder Nominations Included in the Company’s Proxy Statement

(a)	Definitions. For purposes of this Section 2.07, the following definitions shall apply:

(1)	“Eligible Holder” is a shareholder or group of not more than 20 shareholders that satisfies the requirements of Section 2.07(d) and that expressly elects at the time of providing the Nomination Notice to have its Nominee or Nominees, as applicable, included in the Company’s proxy statement pursuant to this Section 2.07.

(2)

“Maximum Number of Nominees” with respect to any annual meeting of the Company’s shareholders, means that number of Nominees pursuant to this Section 2.07 that constitutes no more than 25% of the total number of directors of the Company as of the last day on which a Nomination Notice may be timely submitted pursuant to Section 2.07(e) (rounded down to the nearest whole number), but not fewer than two. The Maximum Number of Nominees shall be subject to the adjustment described in Section 2.07(c).

(3)	“Nomination Notice” means a notice timely given by an Eligible Holder that complies with the requirements of this Section 2.07 and names a Nominee pursuant to this Section 2.07.

(4)	“Nominee” means any person nominated for election to the Company’s Board of Directors by an Eligible Holder pursuant to and in accordance with this Section 2.07.

(5)	“Required Information” means the information concerning the Nominee and the Eligible Holder that is required to be disclosed in the Company’s proxy statement by Section 14 of the

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(6)	“Required Shares” means at least 3% of the Company’s issued and outstanding common stock as of the most recent date for which such amount is given in any filing made by the Company with the SEC prior to the submission of the Nomination Notice.

(b)

Inclusion of Nominee in Proxy Statement. Subject to the provisions of this Section 2.07, whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of the shareholders of the Company, if expressly requested in a Nomination Notice timely delivered by an Eligible Holder, the Company shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by the Board of Directors:

(1)	the name of the Nominee, which shall also be included on the Company’s form of proxy and ballot; and

(2)	the Required Information.

(c)	Maximum Number of Nominees.

(1)

The Company shall not be required to include in the proxy statement for an annual meeting of shareholders more Nominees nominated by all Eligible Holders than the Maximum Number of Nominees. The Maximum Number of Nominees for a particular annual meeting shall be reduced by: (i) Nominees who are subsequently withdrawn or that the Board of Directors itself decides to nominate for election at such annual meeting; and (ii) the number of incumbent directors who were Nominees with respect to either of the preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors. If one or more vacancies for any reason occurs on the Board of Directors after the deadline set forth in Section 2.07(e) below, but before the date of the annual meeting, and the Board of Directors resolves to reduce the size of the Board in connection therewith, the Maximum Number of Nominees shall be calculated based on the number of directors in office so reduced. Notwithstanding anything to the contrary in this Section 2.07, if the Company receives a valid notice pursuant to Section 2.05(a)(1)(iii) that any shareholder intends to nominate for election at such meeting one or more persons,

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(2)

Any Eligible Holder submitting more than one Nominee for inclusion in the Company’s proxy statement pursuant to this Section 2.07 shall rank such Nominees based on the order that the Eligible Holder desires such Nominees to be selected for inclusion in the Company’s proxy statement in the event that the total number of Nominees submitted by Eligible Holders exceeds the Maximum Number of Nominees. If the number of Nominees pursuant to this Section 2.07 for any annual meeting of shareholders exceeds the Maximum Number of Nominees then, the highest ranking Nominee who meets the requirements of this Section 2.07 from each Eligible Holder will be selected for inclusion in the Company’s proxy statement until the Maximum Number of Nominees is reached, going in order of the number (largest to smallest) of shares of common stock of the Company disclosed in each Eligible Holder’s Nomination Notice, with the process repeated if the Maximum Number of Nominees is not reached after each Eligible Holder has selected one Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 2.07(e), an Eligible Holder becomes ineligible or withdraws its nomination, or a Nominee becomes unwilling or unable to serve on the Board of Directors, whether before or after the mailing of the definitive proxy statement, then the nomination shall be disregarded, and the Company: (A) shall not be required to include in the proxy statement or on any ballot or form of proxy the disregarded Nominee or any successor or replacement Nominee proposed by the Eligible Holder or by any other Eligible Holder, and (B) may otherwise communicate to its shareholders, including, without limitation, by amending or supplementing its proxy statement or ballot or form of proxy, that the Nominee will not be included as a Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(d)	Eligibility of Eligible Holder.

(1)	In order to make a nomination pursuant to this Section 2.07, an Eligible Holder must have owned at least the Required Shares continuously throughout the three-year period preceding, including the date of submission of the Nomination

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(2)	For purposes of this Section 2.07(d), an Eligible Holder “owns” only those outstanding and issued shares of the Company as to which such shareholder possesses both:

(i)	the full voting and investment rights pertaining to the shares; and

(ii)	the full economic interest in (including the opportunity for profit and risk of loss on) such shares.

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(3)	No person shall be permitted to be in more than one group constituting an Eligible Holder, and if any person appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(e)

Nomination Notice. To nominate a Nominee, the Nomination Notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the one hundred twentieth (120th) day nor earlier than the close of business on the one hundred fiftieth (150) days prior to the first anniversary of the date (as specified in the Company’s proxy statement for its immediately preceding annual meeting of shareholders) that the Company mailed its proxy statement for the prior year’s annual meeting of shareholders. In no event shall an adjournment or postponement of an annual meeting of shareholders or the announcement thereof commence a new time period (or extend any time period) for the giving the Nomination Notice as described in this Section 2.07. In addition, the Nomination Notice shall include:

(1)	a copy of the Schedule 14N (or any successor form) that has been or concurrently is filed with the SEC by the Eligible Holder in accordance with SEC rules, which shall include a statement certifying that such Eligible Holder has owned the Required Shares for at least three years;

(2)	the written consent of each Nominee to being named in the proxy statement as a nominee and to serving as a director, if elected;

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(3)	the information, representations and agreements that are the same as those that would be required to be set forth in a shareholder’s notice of nomination pursuant to Section 2.05(a) with respect to each Nominee;

(4)

one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Nomination Notice is delivered to or mailed to and received by the Secretary of the Company, the Eligible Holder owns, and has owned continuously for the Minimum Holding Period, the Required Shares,

(5)	the following additional information, agreements, representations and warranties by the Eligible Holder:

(i)	the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor form) if it     existed on the date of submission of the Schedule 14N;

(ii)	a representation and warranty that the Eligible Holder acquired the shares of the Company in the ordinary course of business and did not acquire, and is not holding, securities of the Company for the purpose or with the effect of influencing or changing control of the Company and further, that the Eligible Holder does not presently have such intent;

(iii)	the Eligible Holder’s agreement to provide, within five business days after the record date for the annual meeting of shareholders, written statements from the record holder and such intermediaries verifying the Eligible Holder’s continuous ownership of the Required Shares through the record date;

(iv)	a representation and warranty that the Eligible Holder satisfies the eligibility requirements set forth in Section 2.07(d);

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(v)	a representation and warranty that the Eligible Holder intends to continue to own the Required Shares through the date of the annual meeting;

(vi)	details of any position of the Nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that complete with or are alternatives to the principal products produced or services provided by the Company or its affiliates) of the Company, within the three years preceding the submission of the Nomination Notice;

(vii)	a representation and warranty that the Eligible Holder has not engaged, and will not engage, in a “solicitation” within the meaning of Rule 14a-1(1) of the Exchange Act (without reference to the exception in Section 14a-(1)(2)(iv) of the Exchange Act (or any successor rules) with respect to the annual meeting, other than with respect to the Nominee or any nominee of the Board;

(viii)	a representation and warranty that the Eligible Holder will not use any proxy card other than the Company’s proxy card in soliciting shareholders in connection with the election of the Nominee at the annual meeting;

(ix)	if desired, the Statement;

(x)	in the case of a nomination by a group, the designation by all group members of one group member who is authorized to act on behalf of all group members with respect to all matters relating to the nomination, including withdrawal of the nomination; and

(xi)	an agreement to provide within five business days after the date of the Notice, with respect to any group of funds whose shares are aggregated for purposes of constituting an Eligible Holder, documentation reasonably satisfactory to the Company that demonstrates that the funds satisfy the second sentence of Section 2.07(d)(1);

(6)	an agreement pursuant to which the Eligible Holder (including each group member) agrees:

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(i)	to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation, and election;

(ii)	to file any written solicitation or other communication with the Company’s shareholders relating to one or more of the Company’s directors, director nominees or any Nominee with the SEC, to the extent that such filing would be required if such communication were made by or on behalf of the Company;

(iii)	that such Eligible Holder shall not exercise cumulative voting rights at the annual meeting of shareholders with respect to any Nominee to the extent permitted by applicable law;

(iv)	to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Eligible Holder with the Company, its shareholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice; and

(v)

to indemnify and hold harmless (jointly and severally with all other group members in the case of a group) the Company and each of its directors, officers and employees individually. against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of the Eligible Holder’s communications with the Company, its shareholders or any other person in connection with the nomination or election of directors or out of the information that the Eligible Holder provided to the Company, or relating to a failure or alleged failure of the Eligible Holder to comply with, or any breach or alleged breach of, its obligations, agreements, or representations under this Section 2.07; and

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(f)

Nominee Requirements. Within the time period prescribed in Section 2.07(e) for delivery of the Nomination Notice, each Nominee must deliver to the Secretary of the Company at the principal executive offices of the Company the representations, agreements and other information required by Section 2.05(a) and Section 2.05(c), which shall be deemed part of the Nomination Notice for purposes for purposes of this Section 2.07.

(g)	Exceptions.

(1)

Notwithstanding anything to the contrary contained in this Section 2.07, the Company may omit from its proxy statement any Nominee and any information concerning such Nominee (including the Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Company), and the Eligible Holder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of the Nominee, if:

(i)	the Eligible Holder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted pursuant to this Section 2.07 or the Eligible Holder withdraws the nomination;

(ii)	the Board of Directors, acting in good faith, determines that such Nominee’s nomination or election to the Board of Directors would result in the Company violating or

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(iii)	the Nominee is not independent under any applicable listing standards, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company’s directors, in each case, as determined by the Board of Directors;

(iv)

the Nominee was nominated for election to the Board of Directors pursuant to this Section 2.07 at one of the Company’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 20% of the common stock present in person or by proxy and entitled to vote for such Nominee (for the avoidance of doubt, this clause (iv) shall not prevent any shareholder from nominating any person to the Board of Directors pursuant to and in accordance with Section 2.05);

(v)	the Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended (or any successor provision thereof);

(vi)	the Nominee has any interlocking relationships, other relationships, or affiliations prohibited by, or for which the Company or the Nominee would be required to obtain the consent of, the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission, the Arizona Corporation Commission, or any similar type of regulatory authority;

(vii)	the Nominee (A) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years or (B) is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended; or

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(viii)

the Company is notified, or the Board of Directors acting in good faith determines, that (A) an Eligible Holder has failed to continue to satisfy the eligibility requirements described in this Section 2.07, (B) the Nominee or the applicable Eligible Holder has provided information to the Company in respect of such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, (C) the Nominee becomes unwilling or unable to serve on the Board of Directors, (D) the Eligible Holder or Nominee breaches any of its respective agreements, representations or warranties set forth in the Nomination Notice (or otherwise submitted pursuant to this Section 2.07), or (E) any of the information in the Nomination Notice (or otherwise submitted pursuant to this Section 2.07) was not, when provided, true, correct and complete, or the requirements of this Section 2.07 have not otherwise been met.

(2)

Notwithstanding anything to the contrary contained in this Section 2.07, the Company may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Statement, if the Board of Directors in good faith determines that the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule, regulation or listing standard.

(h)

In the event that any information or communications provided by the Eligible Holder or any Nominee to the Company or its shareholders is not, when provided, or thereafter ceases to be, true, correct and complete in all material respects (including omitting a material fact necessary, in the light of the circumstances under which they were made, not misleading), each Eligible Holder or Nominee, as the case may be, shall promptly (and in any event within 48 hours of discovering such defect) notify the Secretary of the Company and provide the information that is required to make such information or communication true, correct, complete and not misleading; it being understood that providing any such notification shall not be deemed to cure any such defect or limit the Company’s right to omit a Nominee

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(i)	This Section 2.07 shall be the exclusive method for shareholders to include nominees for director in the Company’s proxy statement.

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12.01.	Definitions. In this Article XII, the following definitions shall apply:

(a)	“Affiliate” means a person that directly or indirectly controls, is controlled by, or is under common control with a specified person.

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(b)	“Announcement date,” when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.

(c)	“Associate,” when used to indicate a relationship with any person, means any of the following:

(1)	Any corporation or organization of which the person is an officer, director, or partnership or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class or series of shares entitled to vote or other equity interest;

(2)	Any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity; or

(3)	Any relative or spouse of the person, or any relative of the spouse, residing in the home of the person.

(d)

“Beneficial owner,” when used with respect to shares or other securities, includes any person who, directly or indirectly through any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares or securities or has or shares the power to dispose of or direct the disposition of the shares or securities, except that:

(1)	A person is not deemed the beneficial owner of shares or securities tendered pursuant to a tender or exchange offer made by the person or any of the person’s affiliates or associates until the tendered shares or securities are accepted for purchase or exchange; and

(2)

A person is not deemed the beneficial owner of shares or securities with respect to which the person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a proxy solicitation required to be made and made in accordance with the applicable rules and regulations under the Exchange Act , and is not then reportable under that act on a Schedule 13D or comparable report.

(e)	“Beneficial ownership” includes the right to acquire shares or securities through the exercise of options, warrants, or rights, the conversion of convertible securities, or otherwise. The shares or securities subject to the options, warrants, rights, or conversion privileges held by a person are deemed to be outstanding for the

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(f)	“Business combination,” when used in reference to the Company and any interested shareholder of the Company, means any of the following:

(i)	The interested shareholder; or

(ii)	Any other domestic or foreign corporation, whether or not itself an interested shareholder of the Company, that is, or after the merger would be, an affiliate or associate of the interested shareholder, except that the foregoing does not include the merger of a wholly‑owned subsidiary of the Company into the Company or the merger of two or more wholly‑owned subsidiaries of the Company.

(2)	Any exchange, pursuant to a plan of exchange under the laws of the State of Arizona or a comparable statute of any other state or jurisdiction, of shares of the Company or any subsidiary of the Company for shares of either:

(i)	The interested shareholder; or

(ii)	Any other domestic or foreign corporation, whether or not itself an interested shareholder of the Company, that is, or after the exchange would be, an affiliate or associate of the interested shareholder.

(3)	Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in a single transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder, of assets of the Company or any

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(i)	Has an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the Company.

(ii)	Has an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding shares of the Company.

(iii)	Represents ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the Company.

(4)

The issuance or transfer by the Company or any subsidiary of the Company, in a single transaction or a series of transactions, of any shares of the Company or any subsidiary of the Company that have an aggregate market value equal to five percent (5%) or more of the aggregate market value of all the outstanding shares of the Company to the interested shareholder or any affiliate or associate of the interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered or a dividend or distribution paid or made pro rata to all shareholders of the Company.

(5)	The adoption of any plan or proposal for the liquidation or dissolution of the Company, or any reincorporation of the Company in another state or jurisdiction, proposed by, on behalf of, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder.

(6)

Any reclassification of securities, including any share dividend or split, reverse share split, or other distribution of shares in respect of shares, recapitalization of the Company, merger or consolidation of the Company with any subsidiary of the Company exchange of shares of the Company with any subsidiary of the Company or other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, on behalf of, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder that has the effect, directly or indirectly,

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(7)

Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the Company, of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by or through the Company or any subsidiary of the Company (other than expense account advances made in the ordinary course of business).

(g)	“Consummation date,” with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of:

(1)	The business day before the vote; or

(h)

“Control,” “controlling,” “controlled by” or “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. A person’s beneficial ownership of ten percent (10%) or more of the voting power of the Company’s outstanding shares entitled to vote in the election of directors creates a presumption that the person has control of the Company. A person is not considered to have control of the Company if the person holds voting power, in good faith and not for the purpose of avoiding any provision of law as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of the Company.

(i)	“Interested shareholder,” when used in reference to the Company means any person, other than the Company or any subsidiary of the Company, that is either:

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(1)	The beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding shares entitled to vote of the Company; or

(2)	An affiliate or associate of the Company who at any time within the three (3) year period immediately before the date in question was the beneficial owner of ten percent (10%) or more of the voting power of the then outstanding shares entitled to vote of the Company.

(j)	“Market value,” when used in reference to shares or property of the Company, means the following:

(1)

In the case of shares, the highest closing sale price during the thirty (30) day period immediately preceding the date in question of a share on the composite tape for New York Stock Exchange listed shares or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act , on which the share are listed or, if the shares are not listed on any such exchange, on the National Association of Securities Dealers, Inc. Automated Quotations National Market System or, if the shares are not quoted on the National Association of Securities Dealers, Inc. Automated Quotations National Market System, the highest closing bid quotation during the thirty (30) day period preceding the date in question of a share on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use or, if no such quotation is available, the fair market value on the date in question of a share as determined in good faith by the Board of the Company.

(2)	In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the Board of the Company.

(k)

“Person” means any natural person, partnership, corporation, group, association, venture, firm, or other entity (other than the Company, any subsidiary of the Company, or a trustee or fiduciary holding stock for the benefit of the employees of the Company or its subsidiaries or any one of its subsidiaries, pursuant to one or more employee benefit plans). If two or more persons act as a partnership, limited partnership, syndicate, or other group pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether or not in writing, for the purposes of acquiring, owning, or voting shares of the Company, all members of the partnership, syndicate, or other group

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12.02.	Business Combination with Interested Shareholders; Approved by Directors.

(a)

Except as set forth in these Bylaws, the Company may not engage in any business combination or vote, consent or otherwise act to authorize a subsidiary of the Company to engage in any business combination with respect to, proposed by, or on behalf of, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with any interested shareholder of the Company or any affiliate or associate of the interested shareholder for a period of three (3) years after the interested shareholder’s share acquisition date, unless the business combination or the acquisition of shares made by the interested shareholder on the interested shareholder’s share acquisition date is approved by a committee of the Board of Directors of the Company before the interested shareholder’s share acquisition date. The committee shall be formed in accordance with subsection (d) this Section 12.02.

(b)

If a good faith definitive proposal regarding a business combination is made in writing to the Board of Directors of the Company, a committee of the Board formed in accordance with subsection 4 of this Section 12.02 shall consider and take action on the proposal. Unless the committee responds affirmatively in writing within forty‑five (45) days after receipt of the proposal by the Company, the committee shall be considered to have disapproved the business combination.

(c)

If a good faith definitive proposal to acquire shares is made in writing to the Board of Directors of the Company, a committee of the Board of Directors formed in accordance with subsection 4 of this Section 12.02 shall consider and take action on the proposal. Unless the committee responds affirmatively in writing within forty‑five (45) days after receipt of the proposal by the Company, the committee shall be considered to have disapproved the share acquisition.

(d)	When a business combination or acquisition of shares is proposed pursuant to this Section 12.02, the Board of Directors shall promptly form a committee composed of all of the Board’s disinterested

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12.03.

Requirements after Three Years. Except for the provisions of Sections 12.02 and 12.04, the Company may not engage at any time in any business combination or vote, consent, or otherwise act to authorize a subsidiary of the Company to engage in any business combination with respect to, proposed by, on behalf of, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with an interested shareholder of the Company or any affiliate or associate of the interested shareholder other than a business combination meeting all the requirements of this Article XII, the Articles, and the requirements specified in any of the following:

(a)

A business combination with respect to which the consummation date is no less than three years after the share acquisition date, approved by the Board of Directors of the Company before the interested shareholder’s share acquisition date, or as to which the acquisition of shares made by the interested shareholder on the interested shareholder’s acquisition date had been approved by the Board of Directors before the interested shareholder’s share acquisition date.

(b)

A business combination approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote not beneficially owned by the interested shareholder proposing the business combination or any affiliate or associate of the interested shareholder proposing the business combination at a meeting called for that purpose no earlier than three years after the interested shareholder’s share acquisition date.

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(c)	A business combination, with respect to which the consummation date is no earlier than three years after the interested shareholder’s share acquisition date, that meets all of the following conditions:

(1)	The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of the Company in the business combination is at least equal to the higher of the following:

(i)

The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the Company, for any common shares of the same class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per common share since the earliest date, up to the amount of the interest.

(ii)

The market value per common share on the announcement date with respect to the business combination or on the interested shareholder’s share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per common share since that date, up to the amount of the interest.

(2)	The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any

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(i)

The highest per share price paid by the interested shareholder, at a time when the interested shareholder was the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding shares entitled to vote of the Company, for any shares of the class or series acquired by it within the three (3) year period immediately before the announcement date with respect to the business combination or within the three (3) year period immediately before, or in, the transaction in which the interested shareholder became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the class or series since such earliest date, up to the amount of the interest.

(ii)

The highest preferential amount per share to which the holders of shares of the class or series are entitled in the event of any voluntary liquidation, dissolution, or winding up of the Company, plus the aggregate amount of any unpaid dividends declared or due as to which the holders are entitled before payment of dividends on some other class or series of shares, unless the aggregate amount of the dividends is included in the preferential amount.

(iii)

The market value per share of the class or series on the announcement date with respect to the business combination or on the interested shareholder’s share acquisition date, whichever is higher, plus interest compounded annually from that date through the consummation date at the rate for one year United States treasury obligations from time to time in effect less the aggregate amount of any cash dividends paid

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(3)	The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the Company in the business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of the class or series of shares previously acquired by it and the consideration is distributed promptly.

(4)	The holders of all outstanding shares of the Company not beneficially owned by the interested shareholder immediately before the consummation date with respect to the business combination are entitled to receive in the business combination cash or other consideration for the shares in compliance with subdivisions (1), (2) and (3).

(5)	After the interested shareholder’s share acquisition date and before the consummation date with respect to the business combination, the interested shareholder has not become the beneficial owner of any additional shares entitled to vote of the Company except:

(i)	As part of the transaction that resulted in the interested shareholder becoming an interested shareholder;

(ii)	By virtue of proportionate share splits, share dividends, or other distributions of shares in respect of shares not constituting a business combination;

(iii)	Through a business combination meeting all of the conditions of Section 12.02 and this paragraph; or

(iv)	Through purchase by the interested shareholder at any price that, if the price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of the purchase, would have satisfied the requirements of subdivisions (1), (2) and (3) of this Section.

12.04.	Application. This Article XII does not apply to any business combination of the Company with an interested shareholder of the Company who became an interested shareholder inadvertently, if the interested shareholder both:

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(a)	As soon as practicable, divests itself of a sufficient amount of the shares entitled to vote of the Company so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding shares entitled to vote of the Company.

(b)	Would not at any time within the three (3) year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.

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