Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The Company shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. 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 duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. The inspector or inspectors so appointed or designated shall: (a) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; (b) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify their determination of the number of shares of the capital stock of the 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 Company, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (e) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all B-2 votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the chairman or 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 so appointed or designated shall: shall (ai) ascertain the number of shares of capital stock of the Company Stock outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Stock represented at the applicable meeting of the Stockholders and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyStockholders, 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 Company shallcorporation 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 Companycorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 Companycorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 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 such inspector's ability. The inspector or inspectors so appointed or designated shall: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented and the number of votes entitled to be cast, in each case at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the 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 Company, 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 Company shall, in advance of any ---------------------- meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the 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 Company, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (e) certify their determination of the number of shares of the capital stock of the Company 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 Companystockholders, 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 Company shall, in In advance of any meeting of stockholdersStockholders, the Corporation may, and shall if required by law, appoint one or more inspectors of election, who may be employees of the CompanyCorporation, to act at the meeting or any adjournment thereof of such meeting and to make a written report thereofof such meeting. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the chairman or 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 certificate 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: (ai) ascertain the number of shares of capital stock of the Company Stock outstanding and the voting power of each such share; (bii) determine the number of shares of capital stock of the Company Stock represented at the applicable meeting of the Stockholders and the validity of proxies and ballots; (ciii) count and tabulate all votes and ballots; (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyStockholders, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (e) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons Persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (e) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Companycorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (ai) ascertain the number of shares of capital stock of the Company corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 Companycorporation, 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 Company shall, in In advance of any meeting of the stockholders, the Board shall appoint one or more inspectors of electioninspectors, who may be employees of the CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector so appointed or designated alternate is able to act at a meeting of stockholdersmeeting, 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 faithfully 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 may appoint or designated retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of inspector, the inspector or inspectors shall: (ai) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such shareeach; (bii) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; (ciii) count all votes and ballots; (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (ev) certify their determination of the number of shares of the capital stock of the Company represented at the 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 Company, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. 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 (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their the determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, 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 (ai) ascertain the number of shares of capital stock of the Company Stock outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Stock represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyStockholders, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersStockholders, the chairman or 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: shall (ai) ascertain the number of shares of capital stock of the Company Stock outstanding and the voting power of each such share; , (bii) determine the number of shares of capital stock of the Company Stock represented at the applicable meeting of the Stockholders and the validity of proxies and ballots; , (ciii) count and tabulate all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyStockholders, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholdersshareholders, the chairman or 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: shall (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. 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 (ai) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (bii) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (ciii) count all votes and ballots; , (div) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (ev) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shall, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Company, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. 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 duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. The inspector or inspectors so appointed or designated shall: (a) ascertain the number of shares of capital stock of the Company outstanding and the voting power of each such share; (b) determine the shares of capital stock of the Company represented at the meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify their determination of the number of shares of the capital stock of the 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 Company, 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 Xxxxxxxx Acquisition Company, Inc. v1.doc

Inspectors of Election. The Company shallcorporation 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 Companycorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that 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 (a) ascertain the number of shares of capital stock of the Company corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (e) certify their determination of the number of shares of the capital stock of the Company 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 Companycorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (e) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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 Company shallCorporation 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 CompanyCorporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Company Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman or the person presiding at 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: shall (a) ascertain the number of shares of capital stock of the Company Corporation outstanding and the voting power of each such share; , (b) determine the shares of capital stock of the Company Corporation represented at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots; , (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; , and (e) certify their determination of the number of shares of the capital stock of the Company 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 CompanyCorporation, 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.