Common use of Quorum; Adjournment Clause in Contracts

Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that (i) any matter requires the vote of one or more classes of stockholders, voting separately as a class, in which case a quorum shall not be present with respect to such matter unless a majority of the shares of each such class are present in person or by proxy, or (ii) the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority one third of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that (i) any matter requires the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote of one or more classes of stockholders, voting separately as by a class, in which case a quorum shall not be present with respect to such matter unless a majority classes or series is required, one third of the outstanding shares of each such class are class, classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, unless or (ii) except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another time or place, date or time, written notice need not be given of the adjourned meeting if the time and place, if any, thereof, date and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, if any, date, date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that (i) any matter requires the vote of one or more classes of stockholders, voting separately as a class, in which case a quorum shall not be present with respect to such matter unless a majority of the shares of each such class are present in person or by proxy, or (ii) the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the Section 2.7.1 The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote who thereat, present in person or represented by proxy (provided the proxy has authority to vote on at least one matter at such meeting), shall constitute a quorum at any meeting of stockholders for the transaction of business, except when stockholders are presentrequired to vote by class, in which event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxyproxy (provided the proxy has authority to vote on at least one matter at such meeting) in order to constitute a quorum as to such class vote, and except as otherwise provided by the NRS or by the Articles of Incorporation. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to have less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Section 2.7.2 Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, at any annual or special meeting of stockholders of the Corporation, whether or not a quorum is present, the Chairman of the Board or the person presiding as Chairman of the meeting shall have power to adjourn the meeting from time to another placetime, if any, date, or time without notice other than announcement at the meeting, until whether or not a quorum shall be present or represented. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which If the adjournment is taken; provided, however, that if the date of any adjourned meeting is for more than thirty (30) days after the date for which the meeting was originally noticeddays, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder of record entitled to vote at the meeting in conformity herewithaccordance with Section 2.4 of these Bylaws. At any such adjourned meetingmeeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meetingmeeting as originally notified.

Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that (i) any matter requires the presence of a larger number may be required by law or the Certificate of Incorporation. Where a separate vote of one or more classes of stockholders, voting separately as by a class, in which case a quorum shall not be present with respect to such matter unless classes or series is required, a majority of the outstanding shares of each such class are class, classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, unless or (ii) except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, date or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When a meeting is adjourned to another time or place, date or time, written notice need not be given of the adjourned meeting if the time and place, if any, thereof, date and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, if any, date, date and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum; Adjournment. At The holders of a majority of the stock issued ------------------- and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. If such quorum shall not be present or represented at any meeting of the stockholders, the holders presiding officer of a the meeting or the majority of all of the shares of the stock stockholders entitled to vote at the meetingthereat, present in person or represented by proxy, shall constitute a quorum for all purposes, unless or except have the power to the extent that (i) any matter requires the vote of one or more classes of stockholders, voting separately as a class, in which case a quorum shall not be present with respect to such matter unless a majority of the shares of each such class are present in person or by proxy, or (ii) the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting from time to another place, if any, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented. When Even if a quorum is present or represented at any meeting is adjourned to another time or place, notice need not be given of the adjourned stockholders, the presiding officer of the meeting, for good cause, or the majority of the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting if from time to time. If the time and place, if any, thereof, and place of the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the any meeting at which the an adjournment is taken, no further notice of the adjourned meeting need be given; provided, however, that if the date of any adjourned meeting adjournment is for more than thirty (30) days after the date for which the meeting was originally noticeddays, or if after the adjournment a new record date is fixed for the adjourned meetingmeeting is fixed by the Board of Directors, notice of the place, if any, date, and time of adjourned meeting shall be given to each stockholder entitled to vote at the meeting. At the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders corporation may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, transact any business may be transacted which might have been transacted at the original meeting.