The following amendments to the Delaware General Corporation Law became effective August 1, 2006:

Formation – Contents of Certificate of Incorporation § 102

Subsection (a)(1) of Section 102 was amended to provide that a Delaware corporation’s name must be distinguishable from the names, whether reserved or of record, of each other domestic or foreign corporation, partnership, limited partnership, limited liability company or statutory trust upon the records in the office of the Division of Corporations in the Department of State, except with the written consent of the person who reserved such name or such other corporation, partnership, limited partnership, limited liability company or statutory trust. Section 102 was also amended to add a new subsection (e) to clarify who may reserve a name for a corporation and the procedures for said reservation.

 Directors and Officers § 141

Subsection (b) of Section 141 was amended to add a new provision allowing resignations of directors to be effective at a later date or upon the occurrence of specified events. Subsection (b) was further amended to allow a resignation conditioned upon the director failing to receive a specified vote for reelection to be irrevocable. These amendments allow Delaware corporations and individual directors to agree and be bound by voting standards for the election of directors that are different than the statutory default plurality vote standard set forth in Section 216. Subsection (d) of Section 141, which governs the classification of a board of directors into one, two or three classes, was amended to clarify that the classified terms of the directors begin after the classification of the board of directors becomes effective. This amendment expressly allows the certificate of incorporation or bylaws to provide for the classification of the board of directors to be effective at some point after the provisions classifying the board of directors are adopted. Subsection (d) was further amended to allow the provisions in the certificate of incorporation or bylaw to include language authorizing the board of directors to allocate members of the board of directors already in office to the various classes of directors at such time when the classification becomes effective.

Meetings, Elections, Voting and Notice § 216

Section 216 was amended to provide that any bylaw adopted by the stockholders which specifies the vote required for the election of directors may not be further amended or repealed by the board of directors.

Foreign Corporations – Qualification to Do Business § 371

Subsection (c) of Section 371, which sets forth when the Secretary of State of the State of Delaware may provide a certificate evidencing a foreign corporation’s right to do business in the State of Delaware, was amended to provide that a foreign corporation’s name must be distinguishable from the names, whether reserved or of record, of each other domestic or foreign corporation, partnership, limited partnership, limited liability company or statutory trust upon the records in the office of the Division of Corporations in the Department of State, except with the written consent of the person who reserved such name or such other corporation, partnership, limited partnership, limited liability company or statutory trust.

Taxes and Fees § 391

  Section 391 was amended to provide that a fee of $75 shall be paid to the Secretary of State in connection with the Secretary of State accepting a corporate name reservation application, an application for renewal of a corporate name reservation or a notice of transfer or cancellation of a corporate name reservation. The following amendments to the Delaware General Corporation Law became effective January 1, 2007:

Registered Office and Registered Agent § 132

Section 132 was amended to (i) expand the types of entities that may serve as registered agent; (ii) add provisions setting forth the duties and qualifications of registered agents; (iii) require Delaware corporations to provide registered agents with a designated natural person to receive communications from the registered agent; (iv) authorize the Secretary of State to make rules and regulations necessary or appropriate to enforce the provisions of Section 132, including refusing to file documents submitted by a registered agent; (v) authorize the Secretary of State to bring an action in the Court of Chancery for the State of Delaware to enjoin any person who has failed to comply with the provisions of Section 132, who has been convicted of a felony or any crime involving dishonesty, fraud or moral turpitude, or who has used the office of the registered agent in a manner intended to defraud the public from serving as a registered agent or as an officer, director or managing agent of a registered agent; and (vi) authorize the Secretary of State to make a list of registered agents available to the public.

§ 312

Section 312 provides a mechanism for a Delaware corporation whose certificate of incorporation has become inoperative to restore its certificate of incorporation with all rights, franchises, privileges and liabilities which had been secured or imposed by its original certificate of incorporation and all amendments thereto. Section 312 was amended to make it technically consistent with the amendments to Sections 132, 502, 503, 510, 511, 514 and 517 of the Delaware General Corporation Law