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8.14 Amendments. The board of directors shall have the power,
upon the affirmative vote of a majority of the Directors at a meeting lawfully
convened, to make, adopt, alter, amend, and repeal from time to time these
Bylaws and to make from time to time new Bylaws, subject to the right of the
stockholders entitled to vote thereon to adopt, alter, amend, and repeal Bylaws
made by the board of directors or to make new Bylaws; provided, however, that
the stockholders of the Corporation shall be entitled to adopt, alter, amend,
or repeal Bylaws made by the board of directors or to make new Bylaws solely
upon the affirmative vote of the holders of at least seventy-five percent (75%)
of the outstanding shares of each class of capital stock of the Corporation
then entitled to vote thereon.
ARTICLE NINE:
CERTAIN TRANSACTIONS WITH STOCKHOLDERS
AND CORPORATE OPPORTUNITIES
9.1 Certain Acknowledgements.
(a) In recognition and anticipation (i) that the
Corporation will cease to be an indirect wholly-owned subsidiary of Daisytek
International Corporation ("Parent") but that Parent will remain, for the
period of time, a significant stockholder of the Corporation, (ii) that the
Corporation may from time to time enter into contractual, corporate or business
relations with one or more of its directors or officers, or one or more
corporations, partnerships, associations or other organizations in which one or
more of its directors or officers have a financial interest (collectively,
"Related Entities"), (iii) that directors, officers, and/or employees of Parent
may serve as directors or the Corporation, (iv) that Parent may engage in
business activities that overlap with those in which the Corporation, directly
or indirectly, may engage, (v) that the Corporation will engage in material
business transactions with Parent and that the Corporation is expected to
benefit therefrom, and (vi) that, as a consequence of the foregoing, it is in
the best interests of the Corporation that the respective rights and duties of
the Corporation and of Parent, and the duties of any directors of the
Corporation who are also directors, officers or employees of Parent, be
determined and delineated in respect of any transactions between, or
opportunities that may be suitable for both, the Corporation, on the one hand,
and Parent, on the other hand, the provisions of this Article shall regulate
and define the conduct of certain of the business and affairs of the
Corporation in relation to Parent.
(b) For purposes of this Article Nine only:
1. The term "Corporation" shall mean the Corporation
and all corporations, partnerships, joint ventures, associations and other
entities in which the Corporation beneficially owns (directly or indirectly)
more than 50% of the outstanding voting stock, voting power or similar voting
interests, and
2. The term "Parent" shall mean Parent and all
corporations, partnerships, joint ventures, associations and other entities
(other than the Corporation, defined in accordance with clause (i) of this
Section) in which Parent beneficially owns (directly or indirectly) more than
50% of the outstanding voting stock, voting power or similar voting interests.
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