Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required pursuant to Section 231 of the DGCL or other applicable law, appoint one or more inspectors of election to act at the meeting or any adjournment thereof, and make a written report thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, and shall if required pursuant to Section 231 of the DGCL or other applicable law, appoint one or more inspectors to act at the meeting. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall 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 ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and 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; count and tabulate all votes, ballots or consents; determine the result; and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

Inspectors of Election. (a) The Board of Directors, in advance of any meeting of stockholdersshareholders’ meeting, may, and shall if required pursuant to Section 231 of the DGCL or other applicable law, appoint one or more inspectors of election to act at the meeting or any adjournment thereof, and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If an no inspector or inspectors alternate has been appointed, or if such persons are not so appointedunable to act at a meeting of shareholders, the person presiding at the a shareholders’ meeting may, and shall if required pursuant to Section 231 of the DGCL or other applicable law, appoint one or more inspectors to act at the meeting. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereatinspectors. Each inspector, if any, before entering upon the discharge of his or her duties, shall 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 ability. . (b) The inspectors, if any, inspectors shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and 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; , count and tabulate all votes, ballots or consents; , determine the result; , and do such acts as are proper to conduct the election or vote with fairness to all stockholdersshareholders. On request of the person presiding at the meetingmeeting or any shareholder entitled to vote thereat, the inspector or inspectors, if any, inspectors shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors them and execute a certificate of any fact found by such inspector them. Any report or inspectorscertificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Inspectors of Election. The Board of Directors, in In advance of any meeting of stockholdersShareholders, maythe Trustees may appoint Inspectors of Election, and shall if required pursuant to Section 231 of the DGCL or other applicable lawwho may but need not be Shareholders, appoint one or more inspectors of election to act at the such meeting or any adjournment thereof, and make a written report thereof. If an inspector or inspectors Inspectors of Election are not so appointed, the person presiding at the chairman of any such meeting may, and upon the request of any Shareholder or his or her proxy shall, make such appointment at the meeting. The number of Inspectors shall if required pursuant to Section 231 be either one (1) or three (3). If appointed at the meeting on the request of the DGCL or other applicable law, appoint one or more inspectors Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors are to act at be appointed, but failure to allow such determination by the meetingShareholders or proxies shall not affect the validity of the appointment of Inspectors of Election. In case any person who may be appointed as an inspector Inspector fails to appear or fails or refuses to act, the vacancy may must be filled by appointment made by the Board of Directors Trustees in advance of the meeting convening of the meeting, or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall 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 abilityacting as chairman. The inspectors, if any, Inspectors of Election shall determine the number of shares of stock outstanding and the voting power of eachShares outstanding, the shares of stock Shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, and ; shall receive votes, ballots or consents; shall hear and determine all challenges and questions in any way arising in connection with the right to vote; shall count and tabulate all votes, ballots votes or consents; , determine the result; results, and do such other acts as are may be proper to conduct the election or vote with impartiality, and fairness to all stockholdersShareholders. If there are three Inspectors of Election, the decision, act or certificate or a majority shall be effective in all respects as the decision, act or certificate of all. On request of the person presiding at chairman of the meeting, or of any Shareholder or his or her proxy, the inspector or inspectors, if any, Inspectors of Election shall make a written report in writing of on any challenge, challenge or question or matter determined by such inspector or inspectors them and execute a certificate of any fact found by such inspector or inspectorsthem.

Inspectors of Election. The Board of Directors, in In advance of any meeting of stockholdersShareholders, may, and shall if required pursuant to Section 231 the Trustees may appoint Inspectors of the DGCL or other applicable law, appoint one or more inspectors of election Election to act at the meeting or any adjournment thereof, and make a written report thereof. If an inspector or inspectors Inspectors of Election are not so appointed, the person presiding Chairman, if any, of any meeting of Shareholders may, and on the request of any Shareholder or Shareholder proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors of Election shall be either one or three. If appointed at the meeting may, and shall if required pursuant to Section 231 on the request of the DGCL or other applicable law, appoint one or more inspectors Shareholders or proxies, a majority of Shares present shall determine whether one or three Inspectors of Election are to act at be appointed, but failure to allow such determination by the meetingShareholders shall not affect the validity of the appointment of Inspectors of Election. In case any person who may be appointed as an inspector Inspector of Election fails to appear or fails or refuses to act, the vacancy may be filled by appointment made by the Board of Directors Trustees in advance of the convening of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall 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 abilityacting as chairman. The inspectors, if any, Inspectors of Election shall determine the number of shares of stock outstanding and the voting power of eachShares outstanding, the shares of stock Shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, and shall receive votes, ballots or consents; , shall hear and determine all challenges and questions in any way arising in connection with the right to vote; , shall count and tabulate all votes, ballots votes or consents; , determine the result; results, and do such other acts as are may be proper to conduct the election or vote with fairness to all stockholdersShareholders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the person presiding at the meeting, the inspector or inspectorsChairman, if any, of the meeting, or of any Shareholder or Shareholder proxy, the Inspectors of Election shall make a report in writing of any challenge, challenge or question or matter determined by such inspector or inspectors them and shall execute a certificate of any fact facts found by such inspector or inspectorsthem.

Inspectors of Election. The Board of Directors, in advance of Before any meeting of stockholders, may, and the Board of Directors shall if required pursuant to Section 231 of the DGCL appoint an inspector or other applicable law, appoint one or more inspectors of election to act at the meeting or any adjournment thereof, and make a written report thereofits adjournment. The number of inspectors shall be either one or three. Inspectors may be employees of the Corporation or otherwise serve the Corporation in other capacities. If an any person appointed as inspector fails to appear or inspectors are not so appointedfails or refuses to act, then the person presiding at chairperson of the meeting may, and shall upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy; provided further that, in any case, if required pursuant no inspector or alternate is able to Section 231 act at a meeting of stockholders, the chairperson of the DGCL or other applicable law, meeting shall appoint at least one or more inspectors inspector to act at the meeting. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors, if any, shall Such inspectors shall: (i) determine the number of shares of stock outstanding and the voting power of each, the number of shares of stock represented at the meeting, the existence of a quorum, and the validity authenticity, validity, and effect of proxies, and shall ; (ii) receive votes, ballots or consents; ; (iii) hear and determine all challenges and questions in any way arising in connection with the right to vote; ; (iv) count and tabulate all votes, ballots votes or consents; ; (v) determine when the polls shall close; (vi) determine the result; (vii) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots; and and (viii) do such any other acts as are that may be proper to conduct the election or vote with fairness to all stockholders. On request The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectorsfacts stated therein.

Inspectors of Election. The Board of DirectorsDirectors of the corporation may, by resolution adopted at a meeting of the Board of Directors held in advance of any meeting of stockholders, may, and shall if required pursuant to Section 231 of the DGCL or other applicable lawshareholders, appoint one or more inspectors three Inspectors of election Election to act at the such meeting of shareholders or any adjournment thereof, and make a written report thereof. If an inspector or inspectors Inspectors of Election are not so appointed, the officer or person presiding at the acting as chairman of any such shareholders’ meeting may, and shall if required pursuant to Section 231 of the DGCL or other applicable law, appoint one or more inspectors to act at the meetingmake such appointment. In case any person who may be appointed as an inspector fails Inspector of Election shall fail or refuse to appear or to act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the shareholders’ meeting by the officer or person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall 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 abilityacting as chairman. The inspectorsdecision, if anyact or certificate of a majority of the Inspectors of Election shall be effective in all respects as the decision, act or certificate of all. The Inspectors of Election shall determine the number of shares of stock outstanding and outstanding, the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, and shall receive votes, ballots ballots, assents or consents; , hear and determine all challenges and questions in any way arising in connection with the right to vote; , count and tabulate all votes, ballots or assents and consents; , determine and announce the result; and , ad do such acts as are may be proper to conduct the election or vote with fairness to all stockholdersshareholders of the corporation. On request of the person presiding at the meetingrequest, the inspector or inspectors, if any, Inspectors of Election shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors them and make and execute a certificate of any fact found by such inspector or inspectorsthem. Any certificate of the Inspectors of Election shall be prima facie evidence of the facts stated therein and of the vote as certified by them. No Inspector of Election need be a shareholder of the corporation.