twenty percent Uses in Special Meetings Clause

Special Meetings from Amended and Restated

Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Board of Directors, the President, or the Secretary, and shall be called by the Board of Directors, the President, or the Secretary upon a request in writing therefor stating the purpose or purposes thereof signed by a majority of the Board of Directors or by the holders of not less than twenty percent of the capital stock of the Corporation issued and outstanding and entitled to vote thereat. Only business germane to the purpose or purposes for which the meeting was called shall be transacted at a special meeting of shareholders.

Special Meetings from Amended and Restated

Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Board of Directors, the President, or the Secretary, and shall be called by the Board of Directors, the President, or the Secretary upon a request in writing therefor stating the purpose or purposes thereof signed by a majority of the Board of Directors or by the holders of not less than twenty percent of the capital stock of the Corporation issued and outstanding and entitled to vote thereat. Only business germane to the purpose or purposes for which the meeting was called shall be transacted at a special meeting of shareholders.

SPECIAL MEETINGS

The principal office of the Corporation is in the State of NJ and shall be located in the City of Roselle, in the County of Middlesex. The Corporation may have such other offices, either within or outside the State of NJ, as the Board of Directors (hereinafter "Board of Directors") may designate or as the business of the Corporation may require from time to time.

SPECIAL MEETINGS. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President (hereinafter "President") or by the Board of Directors, and shall be called by the President at the request of the holders of not less than Twenty Percent(20%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

Special Meetings from Amended and Restated

Special Meetings. Special meetings of the shareholders for the purpose or purposes set forth in the notice of meeting (a) may be called by a resolution adopted by a majority of the Board of Directors, and (b) shall be called by the Chairman of the Board or the Secretary at the written request of one or more shareholders of the Corporation that together are entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the meeting. Only business brought before the meeting (i) pursuant to the Corporation's notice of such meeting or (ii) by or at the direction of a majority of the Board of Directors shall be conducted at a special meeting of the shareholders.

Special Meetings from Amended and Restated

Special Meetings. Special meetings of the shareholders for the purpose or purposes set forth in the notice of meeting (a) may be called by a resolution adopted by a majority of the Board of Directors, and (b) shall be called by the Chairman of the Board or the Secretary at the written request of one or more shareholders of the Corporation that together are entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the meeting. Only business brought before the meeting (i) pursuant to the Corporation's notice of such meeting or (ii) by or at the direction of a majority of the Board of Directors shall be conducted at a special meeting of the shareholders.

SPECIAL MEETINGS

The principal office of the Corporation is in the State of NJ and shall be located in the City of Roselle, in the County of Middlesex. The Corporation may have such other offices, either within or outside the State of NJ, as the Board of Directors (hereinafter "Board of Directors") may designate or as the business of the Corporation may require from time to time.

SPECIAL MEETINGS. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President (hereinafter "President") or by the Board of Directors, and shall be called by the President at the request of the holders of not less than Twenty Percent(20%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

Special Meetings from Amended and Restated

Special Meetings. Unless otherwise required by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, (ii) the President, (iii) the Secretary or (iv) the Board of Directors, and shall be called by the Secretary, subject to compliance with the terms of this Section 2.5, upon the written request of holders having an aggregate "net long position" of not less than twenty percent (20%) of the outstanding shares of the Corporation's common stock as of the date of such request ("Special Meeting Request"). "Net long position" shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, provided that (x) for purposes of such definition, in determining such holder's "short position," the reference in such Rule to "the date the tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired" shall be the date of the relevant Special Meeting Request and the reference to the "highest tender offer price or stated amount of the consideration offered for the subject security" shall refer to the closing sales price of the Corporation's common stock on the New York Stock Exchange on such date (or, if such date is not a trading day, the next succeeding trading day) and (y) the net long position of such holder shall be reduced by the number of shares as to which such holder does not, or will not, have the right to vote or direct the vote at the Special Meeting or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Article and related provisions of the By-laws shall be determined in good faith by the Board, which determination shall be conclusive and binding on the Corporation and the stockholders. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto); provided, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any Special Meeting. Notwithstanding the foregoing, a Special Meeting shall not be held if (i) the Special Meeting request relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the Special Meeting request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) thirty (30) calendar days after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined in good faith by the Board of Directors, a "Similar Item"), other than the election of directors, was presented at a meeting of the stockholders held not more than twelve (12) months before the Special Meeting request is delivered, (iv) a Similar Item was presented at a meeting of the stockholders held not more than ninety (90) days before the Special Meeting request is delivered (and, for purposes of this clause (iv), the election of directors shall be deemed a "Similar Item" with respect to all items of business involving the election or removal of directors) or (v) a Similar Item is included in the Corporation's notice as an item of business to be brought before a Stockholder meeting that has been called by the time the Special Meeting request is delivered but not yet held. Upon the written request of any stockholders who have called a Special Meeting, it shall be the duty of the Secretary of the Corporation to fix the date of the Special Meeting, which shall be held at such date and time as the Secretary may fix, not less than fifteen (15) nor more than sixty (60) days after the receipt of the request (provided that such request complies with all applicable provisions of these Bylaws), and to give due notice thereof in accordance with the applicable provisions of these Bylaws.

Special Meetings

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by (i) not less than two (2) members of the Board of Directors, (ii) by stockholders owning at least twenty percent (20%) of the corporations outstanding Common Stock or (iii) by stockholders owning at least twenty percent (20%) of the corporations outstanding Preferred Stock. Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings

Special Meetings. Special meetings of the stockholders may be called by the President, the Board of Directors or the holders of not less than twenty percent (20%) of all the shares entitled to vote at the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The time, date and place of any special meeting shall be determined by the Board of Directors. In the case of a special meeting requested by stockholders, the Board of Directors shall, within thirty (30) days from the date such request became effective in accordance with these Bylaws, set a place, time and date for such meeting, which date shall be not later than ninety (90) days from the date such request became effective in accordance with these Bylaws.

Special Meetings

Special Meetings. Special meetings of the shareholders may be called at any time by: (i) the board of directors; (ii) by shareholders entitled to cast at least twenty percent (20%) of the votes that all shareholders are entitled to cast at the particular meeting; or (iii) the president of the Corporation. Upon written request of any person who has duly called a special meeting, the secretary shall fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of the request. If the secretary neglects or refuses to fix the time of the meeting, the person or persons duly calling the meeting may do so.