Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Before any meeting of stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, election to act at the meeting or any adjournment thereof and to make a written report thereof. Inspectors may be employees of the Corporation. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that If no inspector so appointed or designated alternate is able to act at a meeting of stockholders, the person presiding at chairperson of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector or at such election. Such inspectors so appointed or designated shall shall: (ia) ascertain determine the number of shares of capital stock of the corporation outstanding and the voting power of each such shareeach, (ii) determine the number of shares of capital stock of the corporation represented at the meeting meeting, the existence of a quorum, and the validity of proxies and ballots, ; (iii) count all votes and ballots, (ivb) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, ; (c) count and tabulate all votes and ballots; and (vd) certify their determination of the number of shares of capital stock of the corporation represented at the meeting meeting, and such inspectors’ their count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Before any meeting of stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, election to act at the meeting or any adjournment thereof and to make a written report thereof. Inspectors may be employees of the Corporation. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that If no inspector so appointed or designated alternate is able to act at a meeting of stockholders, the person presiding at chairman of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector or at such election. Such inspectors so appointed or designated shall shall: (ia) ascertain determine the number of shares of capital stock of the corporation outstanding and the voting power of each such shareeach, (ii) determine the number of shares of capital stock of the corporation represented at the meeting meeting, the existence of a quorum, and the validity of proxies and ballots, ; (iii) count all votes and ballots, (ivb) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, ; (c) count and tabulate all votes and ballots; and (vd) certify their determination of the number of shares of capital stock of the corporation represented at the meeting meeting, and such inspectors’ their count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her such inspector's duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her such inspector's ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ ' count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ ' count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Before any meeting of stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one an inspector or more inspectors of election, who may be employees of the corporation, election to act at the meeting or any its adjournment thereof and to make a written report thereof. Inspectors may be employees of the Corporation. The corporation Corporation may designate one or more persons Persons as alternate inspectors to replace any inspector who fails to act. In If any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the event that no inspector so appointed or designated is able to act at a meeting chairperson of stockholders, the person presiding at the meeting shall appoint one or more a Person to fill that vacancy. Such inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall shall: (i) ascertain determine the number of shares of capital stock of the corporation outstanding and the voting power of each such shareeach, (ii) determine the number of shares of capital stock of the corporation represented at the meeting and the validity of any proxies and ballots, ; (ii) count all votes or ballots; (iii) count and tabulate all votes and ballots, votes; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and inspector(s); and (v) certify its or their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ its or their count of all votes and ballots. Such certification Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report shall specify or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such other information Persons to assist them in performing their duties as may be required by lawthey determine. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person individual presiding at over the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationstockholders, the inspectors may consider such information as is permitted by applicable law. No person individual who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons Persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person Person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person Person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by law, in advance of Before any meeting of stockholders, the Board shall appoint one an inspector or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any its adjournment thereof and to make a written report thereof. The corporation Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no If any person appointed as inspector so appointed or designated is able any alternate fails to act at a meeting of stockholdersappear or fails or refuses to act, then the person presiding at over the meeting shall appoint one or more a person to fill that vacancy. Such inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall shall: (ia) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, each; (iib) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, ; (iiic) count all votes and ballots, ; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and ; and (ve) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ their count of all votes and ballots. Such certification Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report shall specify or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such other information persons to assist them in performing their duties as may be required by lawthey determine. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationstockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (ve) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholdersStockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Stock outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Stock represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationStockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholdersshareholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersshareholders, the person presiding at chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders shareholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by lawCompany shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCompany, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Company outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Company represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Company represented at the meeting and such inspectors’ ' count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCompany, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholdersStockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the person presiding at the meeting may, and to the extent required by law, shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspector or inspectors of election may appoint such persons to assist them in performing their duties as they determine. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Stock outstanding and the voting power of each such share, (ii) determine the number of shares of capital stock of the corporation Stock represented at the applicable meeting of the Stockholders and the validity of proxies and ballots, (iii) count and tabulate all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Stock represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationStockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by lawCompany shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCompany, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that If no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall shall: (ia) ascertain the number of shares of capital stock of the corporation Company outstanding and the voting power of each such share, ; (iib) determine the shares of capital stock of the corporation Company represented at the meeting and the validity of proxies and ballots, ; (iiic) count all votes and ballots, ; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, ; and (ve) certify their determination of the number of shares of the capital stock of the corporation Company represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCompany, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.. Bylaws of ▇▇▇▇▇▇▇▇ Acquisition Company, Inc. v1.doc

Inspectors of Election. The corporation Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person individual presiding at over the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (ia) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iib) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiic) count all votes and ballots, (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (ve) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person individual who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that If no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their the determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ inspector’s count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented and the number of votes entitled to be cast, in each case at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented and the number of votes entitled to be cast, in each case at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation may, and shall if required by lawCompany shall, in advance of any ---------------------- meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCompany, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Company outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Company represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Company represented at the meeting and such inspectors’ ' count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCompany, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation In advance of any meeting of Stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof of such meeting and to make a written report thereofof such meeting. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the person presiding at the meeting may, and to the extent required by law, shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his such person’s ability. Any report or her abilitycertificate made by the inspectors of election is prima facie evidence of the facts stated in any such report or certificate. The inspector or inspectors of election may appoint such persons to assist them in performing their duties as they determine. The inspector or inspectors so appointed or designated shall shall: (i) ascertain the number of shares of capital stock of the corporation Stock outstanding and the voting power of each such share, ; (ii) determine the number of shares of capital stock of the corporation Stock represented at the applicable meeting of the Stockholders and the validity of proxies and ballots, ; (iii) count and tabulate all votes and ballots, ; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, ; and (v) certify their determination of the number of shares of capital stock of the corporation Stock represented at the meeting and such inspectors’ count of all votes and ballots. Such Any certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationStockholders, the inspectors may consider such any information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election. The inspectors may appoint or retain other persons to assist them in the performance of their duties.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that If no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Inspectors of Election. The corporation Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one (1) or more inspectors of election, who may be employees of the corporationCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation Corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at chair of the meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (iA) ascertain the number of shares of capital stock of the corporation Corporation outstanding and the voting power of each such share, (iiB) determine the shares of capital stock of the corporation Corporation represented at the meeting and the validity of proxies and ballots, (iiiC) count all votes and ballots, (ivD) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, inspectors and (vE) certify their determination of the number of shares of capital stock of the corporation Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporationCorporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.