Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The Board may 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 any 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 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 any 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 may, and to the extent required by law, 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. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspector or inspectors so appointed or designated shall (i) ascertain and report the number of shares of Stock outstanding shares and the voting power of each; each such share, (ii) determine the number shares of shares present in person or Stock represented by proxy at the applicable meeting of the Stockholders 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 Stock 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 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 Corporation 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 capacitiesCorporation, to act at any 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 B-2 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 In advance of any meeting of the Stockholders, the Board may or the presiding officer of such meeting 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 meeting or at any meeting of stockholders or any adjournment adjournments thereof and to make a written report thereof. The Board may appoint one One or more persons may also be designated by the Board or such presiding officer 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 presiding officer of the such meeting shall appoint one or more inspectors to act at such meeting. No director or nominee for the meetingoffice of director at such meeting shall be appointed an inspector of election. Each inspector, before discharging his or her entering on the discharge of the inspector’s duties, shall first take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her such person’s ability. The inspectors of election 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 and file with the secretary of the meeting a record of the disposition of any challenges made to any determination by the inspectors; , and certify (e) make and file with the secretary of the meeting a certificate of 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 The inspectors 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 of Directors, in advance of any shareholders’ meeting, may 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 any 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 meetingmeeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. 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 such inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report 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 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 meeting, the existence of a quorum, and their the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of all votes the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and ballotsshall execute a certificate of any fact found by them. No person who is a candidate for an office at an election may serve as an inspector at such election. Each Any report of an inspector or certificate made by them 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 prima facie evidence of the inspectorsfacts stated and of any vote certified by them.

Inspectors of Election. The Board may 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 any 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 by remote communication, if applicable, or represented by proxy at the meeting and the validity of any 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 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 any 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 their 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 their ability. The inspectors Each inspector shall ascertain and report the number of outstanding shares and the voting power of eacheach share; 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 Before any meeting of stockholders, the Board may may, and shall if required by law, 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 any 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 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 meetingthey determine. If there is more than one inspector, the report of a majority shall be the report of the inspectors.