Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiescorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (i) ascertain and report the number of shares of capital stock of the corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint designate one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board may, and shall if required by lawCompany shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCompany, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Company may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of or the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 shall so appointed or designated shall: (a) ascertain and report the number of shares of capital stock of the Company outstanding shares and the voting power of eacheach such share; (b) determine the number shares of shares present in person or capital stock of the Company represented by proxy at the meeting and the validity of proxies and ballots; (c) count all votes and ballots and report the resultsballots; (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 their 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (i) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (i) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board Before any meeting of stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, election to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. Inspectors may be employees of the Corporation. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors inspector or alternate is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman chairperson of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before discharging entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election. Such inspectors shall ascertain and report shall: (a) determine the number of shares outstanding shares and the voting power of each; determine , the number of shares present in person or represented by proxy at the meeting meeting, the existence of a quorum, and the validity of proxies and ballots; count all votes and ballots and report the results; ; (b) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; (c) count and tabulate all votes and ballots; and and (d) certify their determination of the number of shares represented at the meeting meeting, and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (a) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (b) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots and report the results; 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 capital stock of the Corporation represented at the meeting and their 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board may, and shall if required by law, in advance of Before any meeting of stockholders, the Board of Directors shall appoint one an inspector or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, election to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereofits adjournment. The Board may appoint number of inspectors shall be either one or more persons three. If any person appointed as alternate inspectors to replace any inspector who fails to appear or fails or refuses to act. If no inspectors of election or alternates are appointed by , then the Board, the chairman chairperson of the meeting shall appoint one or more inspectors a person to act at the meetingfill that vacancy. Each inspector, before discharging 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 and designated shall (i) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each share, (ii) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their such inspector or inspectors’ count of all votes and ballots. No person who is a candidate for an office In determining the validity and counting of proxies and ballots cast at an election may serve as an inspector at such election. Each report any meeting of an inspector shall be in writing and signed by stockholders of the Corporation, the inspector or inspectors may consider such information as is permitted by a majority of them if there is more than one inspector acting at such meetingapplicable law. If there is more than one inspectorare three inspectors of election, the report decision, act or certificate of a majority shall be is effective in all respects as the report decision, act or certificate of the inspectorsall.

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

Inspectors of Election. The Board Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (i) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board Before any meeting of stockholders, the Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, election to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. Inspectors may be employees of the Corporation. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors inspector or alternate is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before discharging entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election. Such inspectors shall ascertain and report shall: (a) determine the number of shares outstanding shares and the voting power of each; determine , the number of shares present in person or represented by proxy at the meeting meeting, the existence of a quorum, and the validity of proxies and ballots; count all votes and ballots and report the results; ; (b) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; (c) count and tabulate all votes and ballots; and and (d) certify their determination of the number of shares represented at the meeting meeting, and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her entering upon the discharge of such inspector's 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 such inspector's ability. The inspector or inspectors so appointed or designated shall (i) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiescorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (i) ascertain and report the number of shares of capital stock of the corporation outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or capital stock of the corporation represented by proxy at the meeting and the validity of proxies and ballots; , (iii) count all votes and ballots and report the results; 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 their 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 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

Inspectors of Election. The Board Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacitiesCorporation, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If In the event that no inspectors inspector so appointed or designated is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman of individual presiding over the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 or designated shall (a) ascertain and report the number of shares of capital stock of the Corporation outstanding shares and the voting power of each; each such share, (b) determine the number shares of shares present in person or capital stock of the Corporation represented by proxy at the meeting and the validity of proxies and ballots; , (c) count all votes and ballots and report the results; 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 capital stock of the Corporation represented at the meeting and their 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, 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. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

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

Inspectors of Election. The Board may, and shall if required by law, in advance of Before any meeting of stockholders, the Board of Directors must appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereofof the meeting. The Board of Directors may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors inspector or alternate is able to act at a meeting of election or alternates are appointed by the Boardstockholders, the chairman Chairman of the meeting shall appoint one or more inspectors to act at inspectors. No nominee for the meetingoffice of director may be appointed inspector. Each inspector, before discharging his or her dutiesentering upon the discharge of the duties of inspector, shall must take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her such inspector’s ability. The duties of these inspectors shall ascertain and report are as follows: (i) Ascertain the number of shares outstanding shares and the voting power of each; determine ; (ii) Determine the number of shares present in person or represented by proxy at the a meeting and the validity of proxies and ballots; count ; (iii) Count all votes and ballots and report the results; determine 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 certify and (v) Certify their determination of the number of shares represented at the meeting meeting, and their count of all votes and ballots. No person who is a candidate for an office at an election The inspector(s) may serve as an inspector at such election. Each report appoint or retain other persons or entities to assist the inspectors in the performance of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report duties of the inspectors.

Inspectors of Election. The Board may, and shall if required by law, in advance of (a) Before any meeting of stockholders, the Corporation shall appoint one an inspector or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, election to act at such the meeting of stockholders or any its adjournment thereof and to make a written report thereof. The Board Corporation may appoint designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election any person appointed as inspector or alternates are appointed by any alternate fails to appear or fails or refuses to act, then the Board, the chairman of person presiding over the meeting shall appoint one or more a person to fill that vacancy. Such inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report shall: (i) determine the number of shares outstanding shares and the voting power of each; determine , the number of shares present in person or represented by proxy at the meeting and the validity of any proxies and ballots; ; (ii) count all votes or ballots; (iii) count and ballots and report the results; tabulate all votes; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectorsinspector(s); and and (v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. (b) Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determine. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector ballot, proxy or vote, nor any revocation thereof or change thereto, shall be in writing and signed accepted by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, inspectors after the report of a majority shall be the report closing of the inspectorspolls.

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

Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; ballots; count all votes and ballots and report the results; results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.

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

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

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

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

Inspectors of Election. The Board may, and shall if required by lawCorporation shall, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such the meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may Corporation or the Chairman of the meeting shall appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging undertaking his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of shares outstanding shares and the voting power of each; , determine the number of shares present in person or represented by proxy at the meeting and the validity of the proxies and ballots; , count all votes and ballots and report the results; ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall perform his or her duties and shall make all determinations in accordance with the Delaware General Corporation Law including, without limitation, Section 231 of the Delaware General Corporation Law. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be in writing and signed announced at the meeting. No ballot, proxies or votes, nor revocations thereof or changes thereto, shall be accepted by the inspector or inspectors after the closing of the polls unless the Court of Chancery upon application by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority stockholder shall be the report of the inspectorsdetermine otherwise.