Common use of Inspectors Clause in Contracts

Inspectors. The Board, in advance of all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. 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 applicable 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.

Inspectors. The Board, in advance of all meetings of the any stockholders' meeting, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a stockholders' meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the stockholders, before entering upon meeting or at the discharge of their duties, meeting by the person presiding thereat. Each inspector shall take and sign an oath to execute faithfully execute the duties of inspector of stockholder votes at such meeting with strict impartiality and according to the best of their ability his ability, and if requested to do so before entering upon the discharge of his duties, each inspector shall give or sign an oath so taken to do so. If inspectors have been designated, the inspectors (or if there are no inspectors, the secretary of the meeting) shall be subscribed by them. The inspector or inspectors so appointed or designated 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 shares of capital stock of the Corporation represented at the meeting meeting, the existence of a quorum and the validity and effect of proxies proxies, and ballotsthe inspectors shall receive votes, (iii) ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes votes, ballots or consents, determine the result, and ballots, (iv) determine and retain for a reasonable period a record do such other things as are proper to conduct the election or vote with fairness to all stockholders. On request 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 person presiding 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 or any meeting of stockholders of the Corporationstockholder entitled to vote thereat, the inspectors may consider such information shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as is permitted certified by applicable lawthem.

Inspectors. The BoardBoard may, in advance of all meetings any meeting of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees to act at such meeting or agents any adjournment thereof. If any of the Corporation or stockholders or their proxies, but who inspectors so appointed shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails fail to appear or act at the meeting of stockholdersact, the chairman of the meeting may may, or if inspectors shall not have been appointed, the chairman of the meeting shall, appoint one or more inspectors of stockholder votes to fill such vacancy or vacanciesinspectors. Inspectors of stockholder votes appointed to act at any meeting of the stockholdersEach inspector, before entering upon the discharge of their his duties, shall take and sign an oath faithfully to faithfully execute the duties of inspector of stockholder votes at such meeting with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themhis 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 shareeach, (iib) determine ascertain the number of shares of capital stock of the Corporation represented at the meeting and meeting, (c) ascertain the existence of a quorum, (d) ascertain the validity and effect of proxies and ballotsproxies, (iiie) count and tabulate all votes and ballotsvotes, ballots or consents, (ivf) determine and retain for a reasonable period a record of the disposition of any all challenges made to any determination made by the inspectors, and (vg) certify their the 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 , and report shall specify (h) do such other information acts as may be required by are proper to conduct the election or vote in accordance with applicable law. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of all proxies and ballots cast at any meeting of stockholders of the Corporationballots, the inspectors may consider such information as is permitted by shall act in accordance with applicable law.

Inspectors. The Board, in advance of all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. 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 applicable 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.

Inspectors. The Board, in advance Prior to any meeting of all meetings of the stockholders, the Board of Directors may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who to act at such meeting and make a written report thereof and may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that designate one or more persons as alternate inspectors of stockholder votes previously designated by the Board to replace any inspector who fails to appear act. If no inspector or alternate is able to act at the meeting of stockholders, the chairman of person presiding at the meeting may may, and shall if required by law, appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting the meeting. The inspectors need not be stockholders of the stockholdersCorporation. Each inspector, before entering upon the discharge of their his or her duties, shall take and sign an oath faithfully to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themhis 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 shareeach, (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, inspectors and (v) 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 The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and report time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall specify such other information as may be required announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by applicable lawthe inspectors after the closing of the polls. 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.

Inspectors. The BoardBoard of Directors, in advance of all meetings of the stockholdersany meeting, may, and shall if required by applicable law, appoint one or more inspectors of stockholder voteselection to act at the meeting or any adjournment thereof. If an inspector or inspectors so appointed are unable to act at the meeting, the person presiding at the meeting shall appoint one or more other inspectors. In case any person who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election appointed as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board an inspector fails to appear or act act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting of stockholdersby the person presiding thereat. Each inspector, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholdersif any, before entering upon the discharge of their his or her duties, shall take and sign an oath faithfully to faithfully execute the duties of inspector of stockholder votes at such meeting with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themhis ability. The inspector or inspectors so appointed or designated 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 shares of capital stock of the Corporation represented at the meeting meeting, the existence of a quorum, and the validity and effect of proxies proxies, and ballotsshall receive votes, (iii) ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes votes, ballots or consents, determine the result, and ballots, (iv) determine and retain for a reasonable period a record do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the disposition person presiding at the meeting, the inspector or inspectors shall make a report in writing of any challenges made to challenge, question or matter determined by such inspector or inspectors and execute a certificate of any determination fact found by the such inspector or 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 applicable 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.

Inspectors. The Board, in advance of all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. 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 applicable 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.

Inspectors. The Board, in advance of all meetings of the stockholders, Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more inspectors of stockholder voteselection, who may be employees or agents of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that may designate one or more persons as alternate inspectors of stockholder votes previously designated by the Board to replace any inspector who fails to appear act. If no inspector so appointed or designated is able to act at the a meeting of stockholders, the chairman of person presiding at the meeting may shall appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholdersmeeting. Each inspector, before entering upon the discharge of their his or her duties, shall take and sign an oath to execute faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themhis 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 applicable 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. The BoardBoard of Directors, in advance of all meetings of the stockholdersany meeting, may, and shall if required by applicable lawbut need not, appoint one or more inspectors of stockholder voteselection to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election appointed as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board an inspector fails to appear or act act, the vacancy may be filled by an appointment made by the directors in advance of the meeting or at the meeting of stockholdersby the person presiding thereat. No person who is a candidate for office at an election may serve as an inspector at such election. Each inspector, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholdersif any, before entering upon the discharge of their his or her duties, shall take and sign an oath faithfully to faithfully execute the duties of inspector of stockholder votes at such meeting with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themhis or her ability. The inspector or inspectors so appointed or designated inspectors, if any, 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 shares of capital stock of the Corporation represented at the meeting meeting, the existence of a quorum, and the validity and effect 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 inspectorsproxies, and (v) certify their determination of shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the number of shares of capital stock of right to vote, count and tabulate all votes, ballots or consents, determine the Corporation represented at result, and do such acts as are proper to conduct the meeting and such inspectors’ count of election or vote with fairness to all votes and ballots. Such certification and report shall specify such other information as may be required by applicable lawstockholders. 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. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

Inspectors. The Board, in advance of all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that the Board fails to so appoint one or more inspectors of stockholder votes or in the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman chair of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of discharging their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. 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 applicable 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.

Inspectors. The Board, in advance of all meetings of the stockholders, may, and shall if required by applicable law, appoint one or more inspectors of stockholder votes, who may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that one or more inspectors of stockholder votes previously designated by the Board fails to appear or act at the meeting of stockholders, the chairman of the meeting may appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. 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 applicable 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.

Inspectors. The Prior to any meeting of stockholders, the Board, in advance of all meetings the Chairman of the stockholdersBoard, may, and the Chief Executive Officer or the Secretary shall if required by applicable law, appoint one or more inspectors of stockholder votes, who to act at such meeting and make a written report thereof and may be employees or agents of the Corporation or stockholders or their proxies, but who shall not be directors of the Corporation or candidates for election as directors. In the event that designate one or more persons as alternate inspectors of stockholder votes previously designated by the Board to replace any inspector who fails to appear act. If no inspector or alternate is able to act at the meeting of stockholders, the chairman of person presiding at the meeting may shall appoint one or more inspectors of stockholder votes to fill such vacancy or vacancies. Inspectors of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall take and sign an oath to faithfully execute the duties of inspector of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by themmeeting. 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 shareeach, (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, inspectors 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 The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and report time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall specify such other information as may be required announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by applicable lawthe inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporationballots, the inspectors may shall conduct the examination in accordance with, and consider such information as is permitted by by, applicable law.