Common use of Quorum; Adjournment Clause in Contracts

Quorum; Adjournment. At any meeting of the stockholders, the holders of one third of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote by a class, classes or series is required, one third of the outstanding shares of such class, classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At any meeting of the stockholders, the holders of one third a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote by a class, classes or series is required, one third a majority of the outstanding shares of such class, classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At any meeting of the stockholders, the The holders of one third of all of the shares a majority of the stock issued ------------------- and outstanding and entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote by a class, classes or series is required, one third of the outstanding shares of such class, classes or seriesthereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum entitled to take action with respect to that vote on that matterat all meetings of the stockholders for the transaction of business, unless or except to the extent that the presence of a larger number may be required as otherwise provided by law or law, the Certificate of IncorporationIncorporation or these Bylaws. If a such quorum shall fail to attend not be present or represented at any meetingmeeting of the stockholders, the chairman presiding officer of the meeting or the holders of a majority of the shares of stock stockholders entitled to vote who are presentthereat, present in person or represented by proxy, may shall have the power to adjourn the meeting from time to another place, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When Even if a quorum is present or represented at any meeting is adjourned of the stockholders, the presiding officer of the meeting, for good cause, or the majority of the stockholders entitled to another placevote thereat, date present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, written notice need not be given . If the time and place of the adjourned meeting if the place, date and time thereof are announced at the any meeting at which the an adjournment is taken, no further notice of the adjourned meeting need be given; provided, however, that if the date of any adjourned meeting adjournment is for more than thirty (30) days after the date for which the meeting was originally noticeddays, or if after the adjournment a new record date is fixed for the adjourned meetingmeeting is fixed by the Board of Directors, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewithto each stockholder entitled to vote at the meeting. At any the adjourned meeting, meeting the corporation may transact any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At any meeting of the stockholders, the holders of one third a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that (i) any matter requires the presence vote of a larger number may be required by law one or the Certificate more classes of Incorporation. Where a separate vote by stockholders, voting separately as a class, classes or series is required, one third in which case a quorum shall not be present with respect to such matter unless a majority of the outstanding shares of each such class, classes or series, class are present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, unless or except to the extent that (ii) the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another time or place, date or time, written notice need not be given of the adjourned meeting if the time and place, date if any, thereof, and time thereof the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.