AMENDED AND RESTATED

 

                                     BY-LAWS

 

                                       OF

 

                            MARKETAXESS HOLDINGS INC.

 

                                   ARTICLE I

 

                                     OFFICES

 

                  SECTION 1. The registered office of the Corporation in the

State of Delaware shall be located at the principal place of business in said

state of the corporation or individual acting as the Corporation's registered

agent.

 

                  SECTION 2. The Corporation may have other offices, either

within or without the State of Delaware, at such place or places as the Board of

Directors may from time to time determine or the business of the Corporation may

require.

 

                                   ARTICLE II

 

                            MEETINGS OF STOCKHOLDERS

 

                  SECTION 1. All meetings of the stockholders for the election

of directors shall be held at such place as may be fixed from time to time by

the Board of Directors, or at such other place either within or without the

State of Delaware as shall be designated from time to time by the Board of

Directors and stated in the notice of the meeting. Meetings of stockholders for

any other purpose may be held at such time and place, within or without the

State of Delaware, as shall be stated in the notice of the meeting or in a duly

executed waiver of notice thereof.

 

                  SECTION 2. Annual meetings of stockholders shall be held at

such date and time as shall be designated from time to time by the Board of

Directors and stated in the notice of the meeting. At each annual meeting, the

stockholders shall elect directors and transact such other business as may

properly be brought before the meeting.

 

                  SECTION 3. Written notice of the annual meeting stating the

place, date and hour of the meeting shall be given to each stockholder entitled

to vote at such meeting not fewer than ten (10) nor more than sixty (60) days

before the date of the meeting.

 

                  SECTION 4. The officer who has charge of the stock ledger of

the Corporation shall prepare and make available, at least ten (10) days before

every meeting of stockholders, a

 

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complete list of the stockholders entitled to vote at the meeting, arranged in

alphabetical order, and showing the address of each stockholder and the number

of shares registered in the name of each stockholder. Such list shall be open to

the examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours, for a period of at least ten (10) days prior to

the meeting, either at a place within the city where the meeting is to be held,

which place shall be specified in the notice of the meeting, or, if not so

specified, at the place where the meeting is to be held. The list shall also be

produced and kept at the time and place of the meeting during the whole time

thereof, and may be inspected by any stockholder who is present.

 

                  SECTION 5. Special meetings of the stockholders, for any

purpose or purposes, unless otherwise prescribed by statute or by the

certificate of incorporation, may only be called by the Chairman of the Board,

the Chief Executive Officer, the President or at the written request of a

majority of the members of the Board of Directors.

 

                  SECTION 6. Written notice of a special meeting stating the

place, date and time of the meeting and the purpose or purposes for which the

meeting is called, shall be given not fewer than ten (10) nor more than sixty

(60) days before the date of the meeting, to each stockholder entitled to vote

at such meeting.

 

                  SECTION 7. Business transacted at any special meeting of

stockholders shall be limited to the purposes stated in the notice.

 

                  SECTION 8. The holders of a majority of the stock issued and

outstanding and entitled to vote thereat, present in person or represented by

proxy, shall constitute a quorum at all meetings of the stockholders for the

transaction of business except as otherwise provided by statute or by the

certificate of incorporation. If, however, such quorum shall not be present or

represented at any meeting of the stockholders, the chairman of the meeting, the

Chief Executive Officer, the President or the holders of a majority of the stock

the Corporation entitled to vote thereat, present in person or represented by

proxy, shall have power to adjourn the meeting from time to time, without notice

other than announcement at the meeting, until a quorum shall be present or

represented. At such adjourned meeting at which a quorum shall be present or

represented any business may be transacted which might have been transacted at

the meeting as originally notified. If the adjournment is for more than thirty

(30) days, or if after the adjournment a new record date is fixed for the

adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the meeting.

 

                  SECTION 9. When a quorum is present at any meeting, the vote

of the holders of a majority of the stock having voting power present in person

or represented by proxy shall decide any question brought before such meeting,

unless the question is one upon which by express provision of the statutes or of

the certificate of incorporation, a different vote is required, in which case

such express provision shall govern and control the decision of such question.

 

                  SECTION 10. Unless otherwise provided in the certificate of

incorporation, each stockholder shall at every meeting of the stockholders be

entitled to one vote in person or by proxy for each share of the capital stock

having voting power held by such stockholder, but no proxy shall be voted on

after three (3) years from its date, unless the proxy provides for a longer

period.

 

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                  SECTION 11. Unless otherwise provided in the certificate of

incorporation, the chairman of the meeting or the Chief Executive Officer may

adjourn a meeting of stockholders from time to time, without notice other than

announcement at the meeting. No notice of the time and place of an adjourned

meeting need be given except as required by law.

 

                  SECTION 12.

 

                  A.       Annual Meetings of Stockholders.

 

                           1.       Nominations of persons for election to the

Board of Directors and the proposal of business to be considered by the

stockholders may be made at an annual meeting of stockholders only (a) pursuant

to the Corporation's notice of meeting (or any supplement thereto), (b) by or at

the direction of the Board of Directors or (c) by any stockholder of the

Corporation who was a stockholder of record at the time of giving of notice

provided for in this Section 12, who is entitled to vote at the meeting and who

complies with the notice procedures set forth in this Section 12.

 

                           2.       For nominations or other business to be

properly brought before an annual meeting by a stockholder pursuant to clause

(c) of paragraph (A)(1) of this Section 12, the stockholder must have given

timely notice thereof in writing to the Secretary of the Corporation and such

other business must otherwise be a proper matter for stockholder action. To be

timely, a stockholder's notice shall be delivered to the Secretary at the

principal executive offices of the Corporation 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 (150th) day prior to the first anniversary

of the date the Corporation first mailed its proxy materials for the preceding

year's annual meeting of stockholders; provided, however, that if either (x) the

date of the annual meeting is more than thirty (30) days before or more than

sixty (60) days after such anniversary date or (y) no annual meeting of

stockholders was held in the previous year, notice by the stockholder to be

timely must be so delivered not earlier than the close of business on the

ninetieth (90th) day prior to such annual meeting and not later than the close

of business on the later of the sixtieth (60th) day prior to such annual meeting

or the close of business on the tenth (10th) day following the date on which

notice of the date of the meeting is given to stockholders or made public,

whichever occurs first. Such stockholder's notice shall set forth (a) as to each

person whom the stockholder proposes to nominate for election or reelection as a

director, all information relating to such person that is required to be

disclosed in solicitations of proxies for election of directors, or is otherwise

required, in each case pursuant to Regulation 14A under the Securities Exchange

Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder

(including such person's written consent to being named in the proxy statement

as a nominee and to serving as a director if elected); (b) as to any other

business that the stockholder proposes to bring 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 By-laws of the Corporation, the language of the proposed amendment), the

reasons for conducting such business at the meeting and any material interest in

such business of such stockholder and the beneficial owner, if any, on whose

behalf the nomination or proposal is made; and (c) as to the stockholder giving

the notice and the beneficial owner, if any, on whose behalf the nomination or

proposal is made (i) the name and address of such stockholder, as they appear on

the Corporation's books, and of such beneficial owner, (ii) the class and number

of

 

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shares of capital stock of the Corporation which are owned beneficially and of

record by such stockholder and such beneficial owner, (iii) a representation

that the stockholder is a holder of record of stock of the Corporation entitled

to vote at such meeting and intends to appear in person or by proxy at the

meeting to propose such business or nomination, and (iv) a representation

whether the stockholder or the beneficial owner, if any, intends or is part of a

group which intends (a) to deliver a proxy statement and/or form of proxy to

holders of at least the percentage of the Corporation's outstanding capital

stock required to approve or adopt the proposal or elect the nominee and/or (b)

otherwise to solicit proxies from stockholders in support of such proposal or

nomination. The foregoing notice requirements shall be deemed satisfied by a

stockholder if the stockholder has notified the corporation of his or her

intention to present a proposal at an annual meeting in compliance with Rule

14a-8 (or any successor thereof) promulgated under the Exchange Act and such

stockholder's proposal has been included in a proxy statement that has been

prepared by the corporation to solicit proxies for such annual meeting. The

Corporation may require any proposed nominee to furnish such other information

as it may reasonably require to determine the eligibility of such proposed

nominee to serve as a director of the Corporation.

 

                           3.       Notwithstanding anything in the second

sentence of paragraph (A)(2) of this Section 12 to the contrary, in the event

that the number of directors to be elected to the Board of Directors of the

Corporation is increased and there is no public announcement by the Corporation

naming all of the nominees for director or specifying the size of the increased

Board of Directors at least one hundred (100) days prior to the first

anniversary of the preceding year's annual meeting (or, if the annual meeting is

held more than thirty (30) days before or sixty (60) days after such anniversary

date, at least one hundred (100) days prior to such annual meeting), a

stockholder's notice required by this Section 12 shall also be considered

timely, but only with respect to nominees for any new positions created by such

increase, if it shall be delivered to the Secretary at the principal executive

office of the Corporation not later than the close of business on the tenth

(10th) day following the day on which such public announcement is first made by

the Corporation.

 

                  B.       Special Meetings of Stockholders. Only such business

shall be conducted at a special meeting of stockholders as shall have been

brought before the meeting pursuant to the Corporation's notice of meeting.

Nominations of persons for election to the Board of Directors may be made at a

special meeting of stockholders at which directors are to be elected pursuant to

the Corporation's notice of meeting (a) by or at the direction of the Board of

Directors or (b) provided that the Board of Directors has determined that

directors shall be elected at such meeting, by any stockholder of the

Corporation who is a stockholder of record at the time notice provided for in

this Section 12 is delivered to the Secretary of the Corporation, who is

entitled to vote at the meeting and upon such election, who complies with the

notice procedures set forth in this Section 12. If the Corporation calls a

special meeting of stockholders for the purpose of electing one or more

directors to the Board of Directors, any such stockholder entitled to vote in

such election of directors may nominate a person or persons (as the case may

be), for election to such position(s) as specified in the Corporation's notice

of meeting, if the stockholder's notice required by paragraph (A)(2) of this

Section 12 shall be delivered to the Secretary at the principal executive

offices of the Corporation not earlier than the close of business on the one

hundred twentieth (120th) day prior to such special meeting and not later than

the later of (x) the close of business of the ninetieth (90th) day prior to such

special meeting

 

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or (y) the close of business of the tenth (10th) day following the day on which

public announcement is first made of the date of such special meeting and of the

nominees proposed by the Board of Directors to be elected at such meeting. In no

event shall the public announcement of an adjournment or postponement of a

special meeting commence a new time period (or extend any time period) for the

giving of a stockholder's notice as described above.

 

                  C.       General.

 

                           1.       Only such persons who are nominated in

accordance with the procedures set forth in this Section 12 shall be eligible to

be elected at an annual or special meeting of stockholders of the Corporation to

serve as directors and only such business shall be conducted at a meeting of

stockholders as shall have been brought before the meeting in accordance with

the procedures set forth in this Section 12. Except as otherwise provided by

law, the certificate of incorporation or these by-laws, the chairman of the

meeting shall have the power and duty (a) to determine whether a nomination or

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 12

(including whether the stockholder or beneficial owner, if any, on whose behalf

the nomination or proposal is made solicited (or is part of a group which

solicited) or did not so solicit, as the case may be, proxies in support of such

stockholder's nominee or proposal in compliance with such stockholder's

representation as required by clause (A)(2)(c)(iv) of this Section 12) and (b)

if any proposed nomination or business was not made or proposed in compliance

with this Section 12, to declare that such nomination shall be disregarded or

that such proposed business shall not be transacted. Notwithstanding the

foregoing provisions of this Section 12(C), if the stockholder (or a qualified

representative of the stockholder) does not appear at the annual or special

meeting of stockholders of the Corporation to present a nomination or business,

such nomination shall be disregarded and such proposed business shall not be

transacted, notwithstanding that proxies in respect of such vote may have been

received by the Corporation.

 

                           2.       The Board of Directors of the Corporation

shall be entitled to make such rules or regulations for the conduct of meetings

of stockholders as it shall deem necessary, appropriate, convenient or

desirable. Subject to such rules and regulations of the Board of Directors, if

any, the chairman of the meeting shall have the right and authority to prescribe

such rules, regulations and procedures, and to do all such acts as, in the

judgment of such chairman, are necessary, appropriate, convenient or desirable

for the proper conduct of the meeting, including, without limitation,

establishing an agenda or order of business for the meeting, rules and

procedures for maintaining order at the meeting and the safety of those present,

limitations on participation in such meeting to stockholders of record of the

Corporation and their duly authorized and constituted proxies, and such other

persons as the chairman shall permit, restrictions on entry to the meeting after

the time fixed for the commencement thereof, limitations on the time allotted to

questions or comment by participants and regulation of the opening and closing

of the polls for balloting on matters which are to be voted on by ballot.

Unless, and to the extent, otherwise determined by the Board of Directors or the

chairman of the meeting, meetings of stockholders shall not be required to be

held in accordance with the rules of parliamentary procedure.

 

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                           3.       For purposes of this Section 12, "public

announcement" shall mean disclosure in a press release reported by the Dow Jones

News Service, Associated Press or comparable national news service or in a

document publicly filed by the Corporation with the Securities and Exchange

Commission pursuant to Section 13, 14 and 15(d) of the Exchange Act.

 

                           4.       Notwithstanding the foregoing provisions of

this Section 12, a stockholder shall also comply with all applicable

requirements of the Exchange Act and the rules and regulations thereunder with

respect to the matters set forth herein. Nothing in this Section 12 shall be

deemed to affect any rights (i) of stockholders to request inclusion of

proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the

Exchange Act or (ii) of the holders of any series of Preferred Stock to elect

directors pursuant to any applicable provisions of the certificate of

incorporation.

 

                  SECTION 13. Prior to the holding of each annual or special

meeting of the stockholders, one or more inspectors of election to serve thereat

shall be appointed by the Board of Directors, or, if the Board of Directors

shall not have made such appointment, by the chairman of the meeting, the Chief

Executive Officer or the President. If there shall be a failure to appoint an

inspector, or if, at any such meeting, the inspector or inspectors so appointed

shall be absent or shall fail to act or the office shall become vacated, the

chairman of the meeting may, and at the request of a stockholder present in

person and entitled to vote at such meeting shall, appoint such inspector or

inspectors of election to act thereat. The inspector or inspectors of election

so appointed to act at any meeting of the stockholders, before entering upon the

discharge of their duties, shall be sworn faithfully to execute the duties of

inspector at such meeting, with strict impartiality and according to the best of

his or her ability, and the oath so taken shall be subscribed by such inspector.

Such inspector or inspectors of election shall take charge of the polls, and,

after the voting on any question, shall make a certificate of the results of the

vote taken. No director or candidate for the office of director shall act as an

inspector of an election of directors. Inspectors need not be stockholders.

 

                  SECTION 14. Any action required or permitted to be taken at

any annual or special meeting of stockholders, including, without limitation,

election of directors, may be taken without a meeting, without prior notice and

without a vote, if a consent or consents in writing, setting forth the action so

taken, shall be signed by the holders of outstanding stock having not less than

the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present

and voted, and shall be delivered to the Corporation by delivery to its

registered office in the State of Delaware, its principal place of business, or

an officer or agent of the Corporation having custody of the book in which

proceedings of meetings of stockholders are recorded. Delivery made to the

Corporation's registered office shall be by hand or by certified or registered

mail, return receipt requested. Prompt notice of the taking of the corporate

action without a meeting by less than unanimous written consent shall, to the

extent required by law, be given to those stockholders who have not consented in

writing and who, if the action had been taken at a meeting, would have been

entitled to notice of the meeting if the record date for such meeting had been

the date that written consents signed by a sufficient number of holders to take

the action were delivered to the corporation.

 

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                                  ARTICLE III

 

                                   DIRECTORS

 

                  SECTION 1. The business of the Corporation shall be managed by

or under the direction of its Board of Directors which may exercise all such

powers of the Corporation and do all such lawful acts and things as are not by

statute or by the certificate of incorporation or by these by-laws directed or

required to be exercised or done by the stockholders.

 

                  SECTION 2. The number of directors which shall constitute the

whole Board of Directors shall be determined by resolution of the Board of

Directors or by the stockholders at the annual meeting of the stockholders,

except as provided in Section 2 of this Article. Directors need not be residents

of the State of Delaware or stockholders of the Corporation. No decrease in the

number of directors shall shorten the term of an incumbent director.

 

                  SECTION 3. At each annual meeting, members of the Board of

Directors shall be elected in the manner set forth in the Corporation's

certificate of incorporation, each of whom shall hold office until the next

annual meeting of stockholders or until his or her successor is duly elected and

qualified, subject to such director's earlier death, resignation,

disqualification or removal. Unless otherwise provided by law, any newly created

directorship or any vacancy occurring in the Board of Directors for any cause

shall be filled in the manner set forth in the Corporation's certificate of

incorporation, and each director so elected shall hold office until the

expiration of the term of office of the director whom he or she has replaced or

until his or her successor is elected and qualified.

 

                  SECTION 4. Any director, member of a committee or officer may

resign at any time. Such resignation shall be made in writing, and shall take

effect at the time specified therein, and if no time be specified, at the time

of its receipt by the Chief Executive Officer, the President or Secretary. The

acceptance of a resignation shall not be necessary to make it effective.

 

                       MEETINGS OF THE BOARD OF DIRECTORS

 

                  SECTION 5. The Board of Directors of the Corporation may hold

meetings, both regular and special, either within or without the State of

Delaware.

 

                  SECTION 6. An annual meeting of the Board of Directors shall

be held following the annual meeting of the stockholders of the Corporation for

the purposes of electing officers of the Corporation and the committees of the

Board of Directors and transacting any other business which may properly come

before the meeting. Notice of annual meetings of the Board of Directors need not

be given in order to legally constitute the meeting, provided a quorum shall be

present.

 

                  SECTION 7. Regular meetings of the Board of Directors may be

held at such dates, times and places as shall be determined by the Board of

Directors.

 

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                  SECTION 8. Special meetings of the Board of Directors may be

called by the Chairman of the Board, the Chief Executive Officer or the

President on two (2) days' notice to each director by mail or twenty-four (24)

hours notice to each director either personally or by telecopy; special meetings

shall be called by the Chairman of the Board, the Chief Executive Officer,

President or Secretary in like manner and on like notice on the written request

of two directors unless the Board of Directors consists of only one director, in

which case special meetings shall be called by the Chairman of the Board, the

Chief Executive Officer, the President or Secretary in like manner and on like

notice on the written request of the sole director. Notice of a meeting need not

be given to any director who signs a waiver of notice, whether before or after

the meeting. The attendance of any director at a meeting without protesting

prior to the meeting or at its commencement the lack of notice of such meeting,

shall constitute a waiver of notice by such director.

 

                  SECTION 9. At all meetings of the Board of Directors, a

majority of the directors fixed by Section 2 of this Article III shall

constitute a quorum for the transaction of business and the act of a majority of

the directors present at any meeting at which there is a quorum shall be the act

of the Board of Directors, except as may be otherwise specifically provided by

statute or by the certificate of incorporation. If a quorum shall not be present

at any meeting of the Board of Directors, the directors present thereat may

adjourn the meeting from time to time, without notice other than announcement at

the meeting, until a quorum shall be present.

 

                  SECTION 10. Unless otherwise provided by statute, the

certificate of incorporation or these by-laws, the vote of a majority of the

directors at any meeting at which a quorum is present shall be the act of the

Board of Directors. Each director shall have one vote regardless of the number

of shares, if any, which he or she may hold.

 

                  SECTION 11. Unless otherwise restricted by the certificate of

incorporation or these by-laws, any action required or permitted to be taken at

any meeting of the Board of Directors or of any committee thereof may be taken

without a meeting, if all members of the Board or committee, as the case may be,

consent thereto in writing, and the writing or writings are filed with the

minutes of proceedings of the Board or committee.

 

                  SECTION 12. Unless otherwise restricted by the certificate of

incorporation or these by-laws, members of the Board of Directors, or any

committee designated by the Board of Directors, may participate in a meeting of

the Board of Directors, or any committee thereof, by means of conference

telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other, and such participation in a

meeting shall constitute presence in person at the meeting.

 

                             COMMITTEES OF DIRECTORS

 

                  SECTION 13. The Board of Directors may, by resolution passed

by a majority of the whole Board, designate one or more committees, each

committee to consist of one or more of the directors of the Corporation. The

Board of Directors may designate one or more directors as alternate members of

any committee, who may replace any absent or disqualified member at any meeting

of the committee.

 

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                  In the absence or disqualification of a member of a committee,

the member or members thereof present at any meeting and not disqualified from

voting, whether or not such member or members constitute a quorum, may

unanimously appoint another member of the Board of Directors to act at the

meeting in the place of any such absent or disqualified member.

 

                  Any such committee, to the extent provided in the resolution

of the Board of Directors, shall have and may exercise all the powers and

authority of the Board of Directors in the management of the business and

affairs of the Corporation, and may authorize the seal of the Corporation to be

affixed to all papers which may require it; but no such committee shall have the

power or authority in reference to amending the certificate of incorporation,

adopting an agreement of merger or consolidation, recommending to the

stockholders the sale, lease or exchange of all or substantially all of the

Corporation's property and assets, recommending to the stockholders a

dissolution of the Corporation or a revocation of a dissolution, or amending the

by-laws of the Corporation; and, unless the resolution or the certificate of

incorporation expressly so provide, no such committee shall have the power or

authority to declare a dividend or to authorize the issuance of stock. Such

committee or committees shall have such name or names as may be determined from

time to time by resolution adopted by the Board of Directors.

 

                  SECTION 14. Each committee shall keep regular minutes of its

meetings and report the same to the Board of Directors when required.

 

                            COMPENSATION OF DIRECTORS

 

                  SECTION 15. Unless otherwise restricted by the certificate of

incorporation or these by-laws, the Board of Directors shall have the authority

to fix the compensation of directors. The directors may be paid their expenses,

if any, of attendance at each meeting of the Board of Directors. The directors

may be paid a fixed sum for attendance at each meeting of the Board of

Directors, a stated salary as a director or a combination of both. Directors may

be compensated in any form, including by payment of cash or property of any kind

or by the issuance or grant of stock options, restricted stock or any other

equity, equity-linked or debt securities of the Corporation. No such

compensation shall preclude any director from serving the Corporation in any

other capacity and receiving compensation therefor. Members of special or

standing committees may be allowed like compensation for attending committee

meetings.

 

                              REMOVAL OF DIRECTORS

 

                  SECTION 16. Any director or the entire Board of Directors may

be removed only in accordance with the provisions of the Corporation's

certificate of incorporation.

 

                                   ARTICLE IV

 

                                    OFFICERS

 

                  SECTION 1. The Board of Directors shall elect a Chief

Executive Officer and a Secretary, each of whom shall hold office until a

successor is elected and qualified or until the earlier resignation or removal

of such officer. The Board of Directors may elect from its

 

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members a Chairman of the Board and a Vice Chairman of the Board. The Board of

Directors may also elect or appoint a President, one or more Vice Presidents, a

Treasurer, one or more Managing Directors (who shall not be members of the Board

of Directors unless otherwise properly elected thereto) and such other officers

(including Assistant Secretaries and Assistant Treasurers) and agents as it may

deem advisable, who shall hold their offices for such terms and shall exercise

such powers and perform such duties as the Board of Directors shall determine

from time to time. No officer of the Corporation need be a member of the Board

of Directors. Two or more offices may be held by the same person. Any officer

may be removed at any time, with or without cause, by the Board of Directors.

 

                  SECTION 2. The Board of Directors may appoint such other

offices and agents as it shall deem necessary or desirable who shall their

offices for such terms and shall exercise such powers and perform such duties as

shall be determined from time to time by the Board.

 

                  SECTION 3. The officers of the Corporation shall hold office

until their successors are chosen and qualified. Any officer elected or

appointed by the Board of Directors may be removed at any time by the

affirmative vote of a majority of the Board of Directors. An vacancy occurring

in any office of the Corporation shall be filled by the Board of Directors.

 

                            THE CHAIRMAN OF THE BOARD

 

                  SECTION 4. The Chairman of the Board, if any, shall preside at

all meetings of the Board of Directors and of the stockholders at which such

individual shall be present. Such individual shall have and may exercise such

powers as are, from time to time, assigned to him by the Board and as may be

provided by law.

 

                  SECTION 5. In the absence of the Chairman of the Board, the

Vice Chairman of the Board, if any, shall preside at all meetings of the Board

of Directors and of the stockholders at which such individual shall be present.

Such individual shall have and may exercise such powers as are, from time to

time, assigned to him by the Board and as may be provided by law.

 

                  SECTION 6. In the absence of the Chairman of the Board and the

Vice Chairman of the Board, if any, the Chief Executive Officer and, in the

absence of the Chief Executive Officer, the President, shall preside at all

meetings of the Board of Directors and of the stockholders. In such capacity,

the Chief Executive Officer or the President shall have and may exercise such

powers as are provided for the Chairman of the Board hereunder or are typically

exercised by a chairman of the board of directors.

 

                             CHIEF EXECUTIVE OFFICER

 

                  SECTION 7. Subject to the provisions of these by-laws and the

direction of the Board of Directors, such individual shall have the

responsibility for the general management and control of the affairs and

business of the Corporation and shall perform all duties and have all powers

which are commonly incident to the office of Chief Executive Officer or which

from time to time are delegated to him by the Board of Directors. The Chief

Executive Officer shall see that all orders and resolutions of the Board of

Directors are carried into effect.

 

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                  SECTION 8. The Chief Executive Officer shall have the power to

sign, in the name of the Corporation, all authorized stock certificates,

contracts, documents, tax returns, instruments, checks and bonds or other

obligations of the Corporation and shall have general supervision and direction

of all of the other officers and agents of the Corporation.

 

                          PRESIDENT AND VICE-PRESIDENTS

 

                  SECTION 9. The President and each Vice President shall have

such powers and shall perform such duties as shall from time to time be

designated by the Board of Directors.

 

                      CHIEF FINANCIAL OFFICER AND TREASURER

 

                  SECTION 10. The Chief Financial Officer, if there be one,

and/or the Treasurer, if there be one, shall have the custody of the corporate

funds and securities and shall keep full and accurate account of receipts and

disbursements in books belonging to the Corporation. He and/or she shall deposit

all moneys and other valuables in the name and to the credit of the Corporation

in such depositories as may be designated by the Board of Directors.

 

                  SECTION 11. The Chief Financial Officer and/or the Treasurer

shall disburse the funds of the Corporation as may be ordered by the Board of

Directors, or the Chief Executive Officer, taking proper vouchers for such

disbursements. He and/or she shall render to the Chief Executive Officer and

Board of Directors at its regular meetings, or whenever they may request it, an

account of all his and/or her transactions as Chief Financial Officer and/or

Treasurer and of the financial condition of the Corporation. If required by the

Board of Directors, he and/or she shall give the Corporation a bond for the

faithful discharge of his duties in such amount and with such surety as the

Board of Directors shall prescribe and for the restoration to the Corporation,

in case of his death, resignation, retirement or removal from office, of all

books, papers, vouchers, money and other property of whatever kind in his

possession or under his control belonging to the Corporation.

 

                  SECTION 12. If there be no Chief Financial Officer and no

Treasurer, the functions and duties of the Chief Financial Officer and the

Treasurer shall be performed by such other officer or officers of the

Corporation as shall be determined by the Board of Directors, the Chief

Executive Officer or the President.

 

                      THE SECRETARY AND ASSISTANT SECRETARY

 

                  SECTION 13. The Secretary shall give, or cause to be given,

notice of all meetings of stockholders and directors, and all other notices

required by law or by these by-laws, and in case of his absence or refusal or

neglect so to do, any such notice may be given by any person thereunto directed

by the Chief Executive Officer, directors, or stockholders, upon whose

requisition the meeting is called as provided in the by-laws. The secretary

shall attend all meetings of the Board of Directors and all meetings of the

stockholders and record all the proceedings of the meetings of the Corporation

and of the Board of Directors in a book to be kept for that purpose and shall

perform like duties for the standing committees when required. Such individual

shall perform such other duties as may be prescribed by the Board of Directors

or Chief Executive Officer, under whose supervision such individual shall be.

 

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                  SECTION 14. The Secretary shall have the custody of the seal

of the Corporation and he, or an assistant secretary, shall have authority to

affix the same to any instrument requiring it, when authorized by the directors

or the Chief Executive Officer, and attest the same. The Board of Directors may

give general authority to any other officer to affix the seal of the Corporation

and to attest the affixing by his signature.

 

                  SECTION 15. The Assistant Secretary, or if there be more than

one, the Assistant Secretaries in the order determined by the Board of Directors

(or if there be no such determination, then in the order of their election)

shall, in the absence of the Secretary or in the event of his inability or

refusal to act, perform the duties and exercise the powers of the Secretary and

shall perform such other duties and have such other powers as the Board of

directors may from time to time prescribe.

 

                               MANAGING DIRECTORS

 

                  SECTION 16. Each Managing Director, if any, shall have such

powers and shall perform such duties as shall from time to time be designated by

the Board of Directors.

 

                          ADDITIONAL POWER OF OFFICERS

 

                  SECTION 17. In addition to the powers specifically provided in

these by-laws, each officer (including officers other than those referred to in

these by-laws) shall have such other or additional authority and perform such

duties as the Board of Directors may from time to time determine.

 

                  SECTION 18. Unless otherwise directed by the Board of

Directors, the Chief Executive Officer and the President shall have the power to

vote and otherwise act on behalf of the Corporation, in person or by proxy, at

any meeting of stockholders of or with respect to any action of stockholders of

any other corporation in which this Corporation may hold securities and

otherwise to exercise any and all rights and powers which this Corporation may

possess by reason of its ownership of securities in such other corporation.

 

                                   ARTICLE V

 

                                      STOCK

 

                              CERTIFICATES OF STOCK

 

                  SECTION 1. Every holder of stock in the Corporation shall be

entitled to have a certificate, signed by the Chief Executive Officer, President

or a Vice President, and by the Treasurer or an Assistant Treasurer or the

Secretary or an Assistant Secretary, certifying the number of shares owned by

him in the Corporation.

 

                  SECTION 2. If the Corporation shall be authorized to issue

more than one class of stock or more than one series of any class, the powers,

designations, preferences and relative, participating, optional or other special

rights of each class of stock or series thereof and the

 

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qualification, limitations or restrictions or such preferences and/or rights

shall be set forth in full or summarized on the face or back of the certificate

which the Corporation shall issue to represent such class or series of stock;

provided, that except as otherwise provided in Section 202 of the General

Corporation Law of Delaware, in lieu of the foregoing requirements, there may be

set forth on the face or back of the certificate which the Corporation shall

issue to represent such class or series of stock, a statement that the

Corporation will furnish without charge to each stockholder who so requests the

powers, designations, preferences and relative, participating, optional or other

special rights of each class of stock or series thereof and the qualifications,

limitations or restrictions of such preferences and/or rights.

 

                  SECTION 3. Any of or all the signatures on the certificates

may be facsimiles. In case any officer, transfer agent or registrar who has

signed or whose facsimile signature has been placed upon a certificate shall

have ceased to be such officer, transfer agent or registrar before such

certificate is issued, it may be issued by the Corporation with the same effect

as if such individual were such office, transfer agent or registrar at the date

of issue.

 

                     LOST, STOLEN OR DESTROYED CERTIFICATES

 

                  SECTION 4. A new certificate of stock may be issued in the

place of any certificate theretofore issued by the Corporation, alleged to have

been lost, stolen or destroyed, and the directors may, in their discretion,

require the owner of the lost, stolen or destroyed certificate, or his legal

representative, to give the Corporation a bond, in such sum as they may direct,

to indemnify the Corporation against any claim that may be made against it on

account of the alleged loss, theft, or destruction of any such certificates of

the issuance of any such new certificate.

 

                               TRANSFER OF SHARES

 

                  SECTION 5. Transfers of stock shall be made only upon the

transfer books of the Corporation kept at an office of the Corporation or by

transfer agents designated to transfer shares of stock of the Corporation. Upon

surrender to the Corporation or its transfer agent or a certificate for shares

duly endorsed or accompanied by proper evidence of succession, assignment or

authority to transfer, the Corporation shall issue or cause its transfer agent

to issue a new certificate to the person entitled thereto, cancel the old

certificate and record the transaction upon its books.

 

                            STOCKHOLDERS RECORD DATE

 

                  SECTION 6. In order that the Corporation may determine the

stockholders entitled to notice of or to vote at any meeting of stockholders or

any adjournment thereof, or to express consent to corporate action in writing

without a meeting, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix, in advance, a record date,

which shall not be more than sixty (60) nor less than ten (10) days before the

date of such meeting, nor more than sixty (60) days prior to any other action. A

determination of stockholders of record entitled to notice of or

 

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to vote at a meeting of stockholders shall apply to any adjournment of the

meeting; provided, however, that the Board of Directors may fix a new record

date for the adjourned meeting.

 

                             REGISTERED STOCKHOLDERS

 

SECTION 7. The Corporation shall be entitled to recognize the exclusive right of

a person registered on its books as the owner of shares to receive dividends,

and to vote as such owner, and to hold liable for calls and assessments a person

registered on its books as the owner of shares and shall not be bound to

recognize any equitable or other claim to or interest in such share or shares on

the part of any other person, whether or not it shall have express or other

notice thereof, except as otherwise provided by the laws of the State of

Delaware.

 

                                   ARTICLE VI

 

                                  MISCELLANEOUS

 

                                    DIVIDENDS

 

                  SECTION 1. Subject to the terms of the certificate of

incorporation, dividends upon the capital stock of the Corporation may be

declared by the Board of Directors at any regular or special meeting, pursuant

to law. Dividends may be paid in cash, in property, or in shares of the capital

stock.

 

                  SECTION 2. Subject to the terms of the certificate of

incorporation, before payment of any dividend, there may be set aside out of any

funds of the Corporation available for dividends such sum or sums as the

directors from time to time, in their absolute discretion, think proper as a

reserve or reserves to meet contingencies, or for equalizing dividends, or for

repairing or maintaining any property of the Corporation, or for such other

purposes as the directors shall think conducive to the interest of the

Corporation, and the directors may modify or abolish any such reserve in the

manner in which it was created.

 

                                      SEAL

 

                  SECTION 3. The corporate seal shall have the name of the

corporation inscribed thereon and shall be in such form as may be approved from

time to time by the Board of Directors. Said seal may be used by causing it or a

facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

                                   FISCAL YEAR

 

                  SECTION 4. The fiscal year of the Corporation shall be fixed

by resolution of the Board of Directors.

 

                                     CHECKS

 

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                  SECTION 5. All checks, drafts or other orders for the payment

of money, notes or other evidences of indebtedness issued in the name of the

Corporation shall be signed by such officer or officers, agent or agents of the

Corporation, and in such manner as shall be determined from time to time by the

Board of Directors.

 

                           NOTICE AND WAIVER OF NOTICE

 

                  SECTION 6. Except as otherwise provided herein or permitted by

applicable law, notices to directors and stockholders shall be in writing and

delivered personally or mailed to the directors or stockholders at their

addresses appearing on the books of the corporation. Notice to directors may be

given by telecopier, telephone or other means of electronic transmission.

 

                  SECTION 7. Stockholders not entitled to vote shall not be

entitled to receive notice of any meetings except as otherwise provided by law.

 

                  SECTION 8. Any waiver of notice, given by the person entitled

to notice, whether before or after the time stated therein, shall be deemed

equivalent to notice. Attendance of a person at a meeting shall constitute a

waiver of notice of such meeting, except when the person attends a meeting for

the express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or

convened. Neither the business to be transacted at nor the purpose of any

regular or special meeting of the stockholders, directors, or members of a

committee of directors need be specified in a waiver of notice.

 

                      TRANSACTIONS WITH INTERESTED PARTIES

 

                  SECTION 9. No contract or transaction between the Corporation

and one or more of the directors or officers, or between the Corporation and any

other corporation, partnership, association, or other organization in which one

or more of the directors or officers are directors or officers, or have a

financial interest, shall be void or voidable solely for this reason, or solely

because such director or officer is present at or participates in the meeting of

the Board of Directors or a committee of the Board of Directors which authorizes

the contract or transaction or solely because his, her or their votes are

counted for such purpose, if:

 

                           (1) The material facts as to his or her relationship

or interest and as to the contract or transaction are disclosed or are known to

the Board of Directors or the committee, and the Board or committee in good

faith authorizes the contract or transaction by the affirmative vote of a

majority of the disinterested directors, even if the disinterested directors are

less than a quorum;

 

                           (2) The material facts as to his or her relationship

or interest and as to the contract or transaction are disclosed or are known to

the stockholders entitled to vote thereon, and the contract or transaction is

specifically approved in good faith by vote of the stockholders; or

 

                           (3) The contract or transaction is fair as to the

Corporation as of the time it is authorized, approved or ratified, by the Board

of Directors, a committee of the Board of Directors, or the stockholders.

 

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                  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 the contract or transaction.

 

                              LAWS AND REGULATIONS

 

                  SECTION 10. For purposes of these by-laws, any reference to a

statute, rule or regulation of any governmental body means such statute, rule or

regulation (including any successor thereto) as the same may be amended from

time to time.

 

                                CLOSE OF BUSINESS

 

                  SECTION 11. Any reference in these by-laws to the close of

business on any day shall be deemed to mean 5:00 P.M. New York time on such day,

whether or not such day is a business day.

 

                                 FORM OF RECORDS

 

                  SECTION 12. Any records maintained by the Corporation in the

regular course of its business, including its stock ledger, books of account and

minute books, may be kept on, or be in the form of, punch cards, magnetic tape,

photographs, microphotographs, electronic storage or any other information

storage device, provided that the records so kept can be converted into clearly

legible form within a reasonable time. The Corporation shall so convert any

records so kept upon the request of any person entitled to inspect the same.

 

                                  ARTICLE VII

 

                                   AMENDMENTS

 

                  These by-laws may be repealed, altered, amended or rescinded

by the stockholders of the Corporation by vote of the holders of a majority of

the outstanding shares of capital stock of the Corporation entitled to vote

generally in the election of directors (considered for this purpose as one

class) cast at a meeting of the stockholders called for that purpose (provided

that notice of such proposed repeal, alteration, amendment or rescission is

included in the notice of such meeting). In addition, in accordance with the

Corporation's certificate of incorporation, the Board of Directors may repeal,

alter, amend or rescind these by-laws by the affirmative vote of a majority of

the members of the Board of Directors.

 

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                                  ARTICLE VIII

 

                               INDEMNIFICATION OF

                    DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

 

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

                  SECTION 1. The Corporation shall, to the fullest extent

authorized under the laws of the State of Delaware, as those laws may be amended

and supplemented from time to time, and under the certificate of incorporation,

indemnify any director or officer of the Corporation.

 

                     INDEMNIFICATION OF EMPLOYEES AND AGENTS

 

                  SECTION 2. The Corporation may, by action taken in writing by

its Board of Directors in its sole discretion in a particular case, provide

indemnification to employees and agents of the Corporation, and to persons who

serve at the request of the Corporation as directors, officers, employees or

agents of an affiliate of the Corporation or another corporation or of a

partnership, joint venture, trust or other enterprise, including service with

respect to employee benefit plans, in each case individually or as a group, to

the same extent (or such lesser extent as the action by the Board of Directors

of the Corporation may provide) as the indemnification of directors and officers

permitted by Section 1 of this Article VIII.

 

                           DEFENSE TO INDEMNIFICATION

 

                  SECTION 3. It shall be a defense to any action brought by a

person seeking indemnification that, and the Corporation shall have the right to

recover any amounts paid by it to a person on account of indemnification if,

such person has not met the standards of conduct that make it permissible under

the Delaware General Corporation Law for the Corporation to indemnify such

person for the amount sought or paid or such person has failed to abide by his

or her obligations to the Corporation, whether arising by statute, common law,

equity, contract or otherwise.

 

                                    INSURANCE

 

                  SECTION 4. The Corporation may maintain insurance, at its

expense, to protect itself and any person who is or was serving as a director,

officer, employee or agent of the Corporation or is or was serving at the

request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise against any

expense, liability or loss, whether or not the Corporation would have the power

to indemnify such person against such expense, liability or loss under the

Delaware General Corporation Law.

 

                              INTERESTED DIRECTORS

 

                  SECTION 5. No director of the Corporation shall vote on any

action by the Board of Directors of the Corporation to provide indemnification

of such director, or of a definite group of persons that includes such director,

with respect to any particular action, suit or

 

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proceeding. In the event that, on account of the provisions of this Section 5,

there shall not be a quorum of the Board of Directors, the Corporation may

provide such indemnification only by action of its stockholders.

 

 

 

 

 

AMENDMENT NO. 1

TO

AMENDED AND RESTATED BY-LAWS

OF

MARKETAXESS HOLDINGS INC.

The Amended and Restated By-Laws of MarketAxess Holdings Inc. (the “Corporation”), as amended, are hereby amended as follows:

1. Section 9 of ARTICLE II thereof is deleted in its entirety and the following new Section 9 is inserted in lieu thereof:

“SECTION 9. Directors shall be elected in accordance with Article III Section 3 of these By-Laws. The vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any other matter brought before a meeting of stockholders at which a quorum is present, unless the matter is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the determination of such matter.”

2. Section 12 of ARTICLE II thereof is hereby amended by adding the following text to the end of clause (a) of paragraph (A)(2) thereof:

“together with a statement whether such person, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Corporate Governance Guidelines of the Corporation;”

3. Section 2 of ARTICLE III thereof is deleted in its entirety and the following new Section 2 is inserted in lieu thereof:

“SECTION 2. The number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders. Directors need not be residents of the State of Delaware or stockholders of the Corporation. No decrease in the number of directors shall shorten the term of an incumbent director.”

4. Section 3 of ARTICLE III thereof is deleted in its entirety and the following new Section 3 is inserted in lieu thereof:

“SECTION 3. Subject to the provisions of the Corporation’s certificate of incorporation and this Section 3, the directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.


A nominee for director shall be elected to the Board of Directors by the vote of the majority of the votes cast with respect to that nominee’s election at any meeting for the election of directors at which a quorum is present, provided that if, on the record date, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director (with “abstentions” and “broker non-votes” not counted as a vote cast either “for” or “against”). In an election other than a Contested Election, stockholders will be given the choice to cast votes “for” or “against” the election of directors or to “abstain” from such vote and shall not have the right to cast any other vote with respect to such election of directors. In a Contested Election, stockholders will be given the choice to cast “for” or “withhold” votes for the election of directors and shall not have the right to cast any other vote with respect to such election of directors. In the event a meeting involves the election of directors by separate votes by class or classes or series, the determination as to whether an election constitutes a Contested Election shall be made on a class-by-class or series by-series basis, as applicable.

Unless otherwise provided by law, any newly created directorship or any vacancy occurring in the Board of Directors for any cause shall be filled in the manner set forth in the Corporation’s certificate of incorporation, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.”

As amended herein, the Amended and Restated By-Laws of the Corporation are hereby ratified and confirmed and shall continue in full force and effect.

* * * * *

Adopted: January 23, 2013

 

[As Filed: 01-25-2013]