Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy. Such inspectors shall: (i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots; (ii) count all votes or ballots; (iii) count and tabulate all votes; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and (v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determine.

Appears in 15 contracts

Sources: Merger Agreement (CSLM Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE), Merger Agreement (BYTE Acquisition Corp.)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 15 contracts

Sources: Merger Agreement (Monterey Capital Acquisition Corp), Merger Agreement (10X Capital Venture Acquisition Corp. II), Business Combination Agreement (Proptech Investment Corp. Ii)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, designate one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 7 contracts

Sources: Settlement Agreement (GigCapital5, Inc.), Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any 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. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 4 contracts

Sources: Business Combination Agreement (Nabors Energy Transition Corp. II), Unit Purchase Agreement (Boxwood Merger Corp.), Merger Agreement (Federal Street Acquisition Corp.)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chair of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 3 contracts

Sources: Cooperation Agreement (Purple Innovation, Inc.), Cooperation Agreement (Coliseum Capital Management, LLC), Merger Agreement (Starboard Value Acquisition Corp.)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairperson of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 2 contracts

Sources: Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)

Inspectors of Election. Before In advance of any meeting of stockholdersthe Stockholders, the Corporation Board or the presiding officer of such meeting shall appoint an inspector one or more inspectors of election to act at the such meeting or its adjournment at any adjournments thereof and make a written report thereof. The Corporation may designate one One or more persons may also be designated by the Board or such presiding officer as alternate inspectors to replace any inspector who fails to act. If any person appointed as no inspector or any alternate fails is able to appear or fails or refuses to actact at a meeting of Stockholders, then the person presiding over the officer of such meeting shall appoint a person one or more inspectors to fill that vacancyact at such meeting. Such No director or nominee for the office of director at such meeting shall be appointed an inspector of election. Each inspector, before entering on the discharge of the inspector’s duties, shall first take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of such person’s ability. The inspectors shall: of election shall (ia) determine ascertain the number of shares outstanding and the voting power of each, (b) determine the number of shares represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period and file with the secretary of the meeting a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (ve) certify its or make and file with the secretary of the meeting a certificate of their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. Each inspector, before entering upon The inspectors may appoint or retain other persons or entities to assist the discharge inspectors in the performance 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 2 contracts

Sources: Merger Agreement (3d Systems Corp), Merger Agreement (3d Systems Corp)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) determine shall ascertain and report the number of outstanding shares outstanding and the voting power of each, ; determine the number of shares present in person or by remote communication, if applicable, or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 1 contract

Sources: Business Combination Agreement (GX Acquisition Corp. II)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chair of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such inspectors shall: (i) Each inspector, before discharging their duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of their ability. Each inspector shall ascertain and report the number of outstanding shares and the voting power of each share; determine the number of shares outstanding and the voting power of each, the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and (v) and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 1 contract

Sources: Business Combination Agreement (Andretti Acquisition Corp.)

Inspectors of Election. Before The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation shall appoint an inspector or inspectors of election otherwise serve the Corporation in other capacities, to act at the such meeting of stockholders or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspectors of election or alternates are appointed as inspector or any alternate fails to appear or fails or refuses to actby the Board, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall: (i) shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares outstanding and the voting power of each, the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; (ii) ballots; count all votes or ballots; (iii) count and tabulate all votes; (iv) ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and (v) inspectors; and certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, before entering upon the discharge report of a majority shall be the report 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 or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determineinspectors.

Appears in 1 contract

Sources: Merger Agreement (Vesper Healthcare Acquisition Corp.)