Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. Before any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy. Such inspectors shall: (i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots; (ii) count all votes or ballots; (iii) count and 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 inspector(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. 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. 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. Before The Company shall, in advance of any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the Company, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspector so appointed as inspector or any alternate fails designated is able to appear act at a meeting of stockholders, the chairman or fails or refuses to act, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability. The inspector or inspectors so appointed or designated shall: : (ia) determine ascertain the number of shares of capital stock of the Company outstanding and the voting power of each, each such share; (b) determine the number shares of shares capital stock of the Company represented at the meeting and the validity of any proxies and ballots; ; (iic) count all votes or and ballots; ; (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and and (ve) certify its or their determination of the number of shares of the capital stock of the Company represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCompany, 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 may consider such information as 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 determinepermitted 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 Bylaws 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 inspectorXxxxxxxx Acquisition Company, the report of a majority shall be the report of the inspectors.Inc. v1.doc

Inspectors of Election. Before The Company shall, in advance of any ---------------------- meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the Company, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of stock of the Company outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares stock of the Company represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of stock of the Company represented at the meeting and its or their such inspectors' count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCompany, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one (1) or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one (1) or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chair of the meeting shall appoint a person one (1) or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (iA) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (B) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiC) count all votes or and ballots; , (iii) count and tabulate all votes; (ivD) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors and (vE) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons Persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person Person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (ia) determine ascertain the number of shares of stock of the Corporation outstanding and the voting power of eacheach such share, (b) determine the number shares of shares stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (ve) certify its or their determination of the number of shares of stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted by applicable law. No person 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. Before In advance of any meeting of the stockholders, the Corporation Board shall appoint one or more inspectors, who may and shall if required by lawbe employees of the Corporation, appoint an inspector or inspectors of election to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as no inspector or any alternate fails is able to appear or fails or refuses to actact at a meeting, then the person presiding over at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before 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 inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a person to fill that vacancycandidate for office at an election may serve as an inspector at such election. Such When executing the duties of inspector, the inspector or inspectors shall: : (i) determine ascertain the number of shares outstanding and the voting power of each, ; (ii) determine the number of shares represented at the meeting and the validity of any proxies and ballots; ; (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s)inspectors; 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. 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. Before any meeting of stockholdersThe corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (ia) determine ascertain the number of shares of capital stock of the corporation outstanding and the voting power of eacheach such share, (b) determine the number shares of shares capital stock of the corporation represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (ve) certify its or their determination of the number of shares of capital stock of the corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorcorporation, 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 may consider such information as 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 determinepermitted 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. Before The Corporation may, and shall if required by applicable law, in advance of any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person individual presiding over the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (ia) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (b) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors and (ve) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by applicable law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors and (v) certify its or their determination of the number of shares of stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by applicable law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the shares of capital stock of the Corporation represented and the number of shares represented votes entitled to be cast, in each case at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors and (v) certify its or their determination of the number of shares of capital stock of the Corporation represented and the number of votes entitled to be cast, in each case at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (ia) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (b) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (ve) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chair of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (ia) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (b) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iic) count all votes or and ballots; , (iii) count and tabulate all votes; (ivd) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (ve) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of shareholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of shareholders, then the person presiding over chair of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of shareholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over chairman of the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before In advance of any meeting of stockholdersStockholders, the Corporation may may, and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment of such meeting and to make a written report thereofof such meeting. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of Stockholders, then the person presiding over at the meeting may, and to the extent required by law, shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of such person’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated in any such report or certificate. The inspector or inspectors of election may appoint such persons to assist them in performing their duties as they determine. The inspector or inspectors so appointed or designated shall: : (i) ascertain the number of shares of Stock outstanding and the voting power of each such share; (ii) determine the number of shares outstanding and the voting power of each, the number of shares Stock represented at the applicable meeting of the Stockholders and the validity of any proxies and ballots; (ii) count all votes or ballots; ; (iii) count and tabulate all votes; votes and ballots; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s)inspectors; and and (v) certify its or their determination of the number of shares of Stock represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspectorAny 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, 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 determineconsider any information 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 The inspectors may appoint or retain other persons to assist them 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 of the inspectorstheir duties.

Inspectors of Election. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of Stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of Stockholders, then the person presiding over at the meeting may, and to the extent required by law, shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 shall: of election is prima facie evidence of the facts stated therein. The inspector or inspectors of election may appoint such persons to assist them in performing their duties as they determine. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of Stock outstanding and the voting power of each such share, (ii) determine the number of shares outstanding and the voting power of each, the number of shares Stock represented at the applicable meeting of the Stockholders and the validity of any proxies and ballots; (ii) count all votes or ballots; , (iii) count and tabulate all votes; votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of Stock represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspectorSuch 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, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares capital stock of the Corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their the determination of the number of shares of capital stock of the Corporation represented at the meeting and its or their such inspector’s count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCorporation, 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 may consider such information as 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 determinepermitted 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. Before any meeting of stockholdersThe Corporation may, the Corporation may and shall if required by law, in advance of any meeting of Stockholders, appoint an inspector one or more inspectors of election election, who may be employees of the Corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of Stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of Stock outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares Stock represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of Stock represented at the meeting and its or their such inspectors’ count of all votes and ballots. Each inspectorSuch 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, 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 may consider such information as 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 determinepermitted 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. Before The Company shall, in advance of any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the Company, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation Company may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of stock of the Company outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares stock of the Company represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of stock of the Company represented at the meeting and its or their such inspectors' count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorCompany, 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 may consider such information as 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 determinepermitted 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. Before The corporation shall, in advance of any meeting of stockholders, the Corporation may and shall if required by law, appoint an inspector one or more inspectors of election election, who may be employees of the corporation, to act at the meeting or its any adjournment thereof and to make a written report thereof. The Corporation corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person In the event that no inspector so appointed as inspector or any alternate fails designated is able to appear or fails or refuses to actact at a meeting of stockholders, then the person presiding over at the meeting shall appoint a person one or more inspectors to fill that vacancyact at the meeting. Such Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath 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 (i) determine ascertain the number of shares of capital stock of the corporation outstanding and the voting power of eacheach such share, (ii) determine the number shares of shares capital stock of the corporation represented at the meeting and the validity of any proxies and ballots; , (iiiii) count all votes or and ballots; (iii) count and 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 inspector(s); and inspectors, and (v) certify its or their determination of the number of shares of capital stock of the corporation represented at the meeting and its or their such inspectors' count of all votes and ballots. Each inspector, before entering upon Such certification and report shall specify such other information as may be required by law. In determining the discharge validity and counting of proxies and ballots cast at any meeting of stockholders of the duties of inspectorcorporation, 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 may consider such information as 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 determinepermitted 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.