Common use of Special Meetings Clause in Contracts

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided stockholders may be called by statute resolution of the Board or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or secretary at upon the written request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state (stating the purpose or purposes of the proposed meeting) of a majority of the directors then in office or of the holders of 51% of the outstanding shares entitled to vote. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman President or by the Board of the board, or the president, or any vice president, or secretary, Directors and shall be called by the president President or secretary the Secretary of the Corporation at the request in writing of a majority any one director or the stockholders owning at least 20% of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to votevote at such meeting. Any such Such request shall state the purpose or purposes of the proposed meeting. At a special meeting of the stockholders, no business shall be transacted which is not related to the purpose or purposes stated in the notice of the meeting. Any special meeting of the stockholders shall be held on such date, and at such time and (unless the meeting is to be held solely by means of Remote Communication) place, as shall be specified by the person or persons calling the meeting or in a waiver of notice thereof duly executed by all the stockholders.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationstatute, may be called at any time only by the chairman Chairman of the board, board of directors or the president, or any vice president, or secretary, and shall be called by the president or secretary at board of directors pursuant to a resolution approved by the request in writing affirmative vote of a majority of the directors, or at the request directors then in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteoffice. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate certificate of Incorporationincorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporationlaw, may be called at any time by only in the chairman manner set forth in the Company’s Certificate of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteIncorporation. Any such request shall state person or persons that has or have called a special meeting of stockholders in the purpose manner set forth in the Company’s Certificate of Incorporation may postpone or purposes cancel any special meeting of the proposed meetingstockholders at its or their discretion, even after notice thereof has been mailed.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may, unless otherwise provided prescribed by statute or by the Certificate certificate of Incorporationincorporation, may be called at any time by the chairman board of the board, directors or the president, or any vice president, or secretary, chief executive officer and shall be called by the president chief executive officer or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may only be called at any time by a majority of the Board of Directors or by the chairman of Chairman, the board, Chief Executive Officer or the president, or any vice president, or secretary, President and shall be called by the president or secretary at the request in writing of a majority of the directors, or Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of the board, or the president, or any vice president, or secretary, Directors and shall be called by the president or the secretary at upon the written request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such The request shall state the date, time, place and purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, the Chief Executive Officer or the President. Business transacted at any time by the chairman special meeting of the board, or the president, or any vice president, or secretary, and stockholders shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled limited to vote. Any such request shall state the purpose or purposes of stated in the proposed meetingnotice.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board or secretary the Chairman of the Board, the President or the Secretary of the Corporation or by the recordholders of at the request in writing of least a majority of the directors, or at the request in writing shares of stockholders owning a majority in amount of the entire capital common stock of the corporation Corporation issued and outstanding and entitled to vote. Any vote thereat, to be held at such request place, date and time as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings A special meeting of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman of the board, if any, the president or the president, or any vice president, or secretary, and board of directors. A special meeting of the stockholders shall be called by the president secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary at the request in writing or some other officer, upon application of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour and purposes of the meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of the board, Directors or the president, or any vice president, or secretaryPresident, and shall be called by the president or secretary President at the request in writing of the holders of a majority of the directors, or at the request in writing outstanding shares of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any Special meetings shall be held at such request place or places within or without the State of Delaware as shall state from time to time be designated by the purpose or purposes Board of Directors and stated in the notice of such meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of Chief Executive Officer, if one is elected, or, if there is no Chief Executive Officer, a majority of the directorsPresident, or at by the request in writing Board of stockholders owning a majority in amount of Directors, but such special meetings may not be called by any other person or persons. The call for the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request meeting shall state the purpose or place, date, hour and purposes of the proposed meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

Special Meetings. Special meetings Meetings of the stockholdersStockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the boardPresident, Secretary or the president, or any vice president, or secretaryTreasurer, and shall be called by the president or secretary any such officer at the request in writing of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate Articles of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request request, in writing writing, of a majority of the directorsBoard of Directors, or at the request request, in writing writing, of stockholders owning a majority in amount entitled to exercise at least ten percent (10%) of the entire capital stock voting power of the corporation issued and outstanding and entitled to votecorporation. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, as amended, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary at the request in writing of a majority of the directors, or Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided stockholders may be called by statute the Board or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or the secretary at the request in writing of a majority of the directors, Board or at the request in writing of stockholders by any stockholder owning a majority in amount shares of the entire Corporation's capital stock of the corporation issued and outstanding and entitled to votestock. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate certificate of Incorporationincorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, Stockholders may be called for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, Board or at the request in writing of stockholders Stockholders owning a majority in amount at least forty percent (40%) of the entire total number of outstanding shares of any class of capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meetingCorporation as determined by voting power.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless Unless otherwise provided by statute or by in the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the chairman Chairman of the boardBoard, by the President or by a majority of the president, or any vice president, or secretaryBoard of Directors, and shall be called by the president or secretary at the request in writing of a majority Chairman of the directorsBoard, by the President or at the Secretary upon the written request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state therefor, stating the purpose or purposes of the proposed meeting, delivered to such officer, signed by the holder(s) of at least twenty five percent (25%) of the issued and outstanding stock entitled to vote at such meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationlaw, may be called at any time by the chairman Chairman of the boardBoard of Directors, if any, or by the president, or any vice president, or secretaryPresident, and shall be called by the president or secretary Secretary at the request in writing of a majority direction of the directors, or Board of Directors. The business transacted at the request in writing a special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be limited to vote. Any such request shall state the purpose or purposes for which such meeting is called, except as otherwise determined by the Board of the proposed meetingDirectors.

Special Meetings. Special meetings A special meeting of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board of Directors, the Chairman of the Board of Directors, the President or secretary the Secretary of the Corporation or a stockholder or stockholders holding of record at the request in writing of least a majority of the directorsshares of common stock, or at the request in writing of stockholders owning a majority in amount par value $0.01 per share, of the entire capital stock of the corporation Corporation (“Common Stock”) issued and outstanding outstanding, such meeting to be held at such place, date and entitled to vote. Any such request hour as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman Chairman of the board, Board or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of stockholders of the stockholders, corporation for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman Chairman of the boardBoard, the President or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount entire Board. Special meetings of the entire capital stock stockholders of the corporation issued may not be called by any other person or persons. Written notice of a special meeting stating the place, date and outstanding hour of the meeting and entitled to vote. Any such request shall state the purpose or purposes of for which the proposed meetingmeeting is called shall be given to each stockholder entitled to vote at such meeting as provided in Section 2:5, and only such business as is stated in such notice shall be acted upon thereat.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman of the board, or the president, or any vice president, or secretaryChief Executive Officer, and shall be called by the president Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Secretary or secretary an Assistant Secretary, at the request in writing of a majority of the directorsBoard, or at of a majority of the request in writing Executive Committee, or of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteshares having voting power. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman a majority of the boardBoard of Directors, the President or the president, or any vice president, or secretary, Secretary of the Company and shall be called by the president or secretary at the request in writing of a majority of the directors, or any such officer at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Company issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman Board of Directors, the Chairman of the boardBoard (if any), the President or the presidentSecretary or the holders of record of not less than 10% of all shares entitled to cast votes at the meeting, for any purpose or any vice president, or secretary, purposes prescribed in the notice of the meeting and shall be called by held at such place, on such date and at such time as the president or secretary Board may fix. Business transacted at the request in writing of a majority of the directors, or at the request in writing any special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be confined to vote. Any such request shall state the purpose or purposes stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, stockholders --------- ---------------- for any purpose or purposes, . unless otherwise provided prescribed by statute law or by the Certificate Articles of Incorporation, may be called at any time by the chairman President or by the Board of the board, or the president, or any vice president, or secretaryDirectors, and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directorsBoard of Directors then in office, or at the request in writing of stockholders owning a majority in amount not less than one-tenth (1/10th) of the entire capital capitol stock of the corporation issued and outstanding and entitled to votevote thereat. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice thereof.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman Chairman of the boardBoard (if any), the President, or by the president, or any vice president, or secretary, Board of Directors and shall be called by the president President or secretary Secretary or Board of Directors at the request in writing of a majority of the directors, Board of Directors or at by the request in writing of stockholders owning representing a majority in amount of the entire capital common stock of the corporation issued and outstanding and entitled to voteCorporation. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and stockholders shall be called by only (i) upon written request of the president or secretary at the request in writing holders of not less than a majority of the directors, or at the request in writing of stockholders owning a majority in amount total voting power of the entire outstanding capital stock of the corporation issued and outstanding and Corporation entitled to votevote at such meeting or (ii) upon request of any director. Any such request shall state the purpose or purposes Special meetings of the proposed stockholders may be held at such time and place as may be stated in the notice of meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationlaw, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president or secretary Secretary at the request in writing direction of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings A special meeting of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman of the board, if any, the president or the president, or any vice president, or secretary, and board of directors. A special meeting of the stockholders shall be called by the president secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary at the request in writing or some other officer, upon application of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman Chairman of the board, Board or by the president, or any vice president, or secretary, President and shall be called by the president or secretary Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount at least 50% of the entire capital stock number of shares of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholdersstockholders of the corporation, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directors, members of the Board of Directors or at the request in writing of stockholders owning a majority in amount at least ten (10%) of the entire capital total voting power of all outstanding shares of stock of the corporation issued and outstanding and then entitled to vote, and may not be called absent such a request. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders of the ---------------- corporation for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, Board and shall be called by the president President or secretary Secretary at the request in writing of (i) the Chairman of the Board, (ii) a majority of the directors, Board or at the request in writing of (iii) stockholders owning a majority in amount voting power of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes shares of Common Stock of the proposed meetingcorporation.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or prescribed by the Certificate of IncorporationIncorporation or by law, may be called at any time by the chairman of Chief Executive Officer or by the board, or the president, or any vice president, or secretary, President and shall be called by the president or secretary Secretary at the request in writing direction of a majority of the directorsBoard of Directors, or at the request in writing delivered to the Chief Executive Officer, the President or the Secretary of the Corporation of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of the boardDirectors, or by the president, or any vice president, or secretaryPresident, and shall be called by the president or secretary President at the request in writing of a majority of the directors, or holders of at the request in writing of stockholders owning a majority in amount least 20% of the entire outstanding shares of capital stock of the corporation issued and outstanding and entitled to vote. Any Special meetings shall be held at such request place or places within or without the State of North Dakota as shall state from time to time be designated by the purpose or purposes Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationstatute, may be called at any time by the chairman Chairman of the board, Board of Directors or by resolution of the president, or any vice president, or secretary, Board of Directors and shall be called by the president or secretary at Secretary upon the written request of not less than 10% in writing of a majority interest of the directorsstockholders entitled to vote thereat. Notice of each special meeting shall be given in accordance with section 2(c) of this Article 2. Unless otherwise permitted by law, or business transacted at the request in writing any special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be limited to vote. Any such request shall state the purpose or purposes of stated in the proposed meetingnotice.

Special Meetings. Special meetings of stockholders of the stockholders, Corporation for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman Chairman of the boardBoard, the Chief Executive Officer or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount entire Board. Special meetings of the entire capital stock stockholders of the corporation issued Corporation may not be called by any other person or persons. Written notice of a special meeting stating the place, date and outstanding hour of the meeting and entitled to vote. Any such request shall state the purpose or purposes of for which the proposed meetingmeeting is called shall be given to each stockholder entitled to vote at such meeting as provided in Section 2:5, and only such business as is stated in such notice shall be acted upon thereat.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless Unless otherwise provided by statute or by in the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes may be called at any time by the chairman Chairman of the boardBoard, by the President or by a majority of the president, or any vice president, or secretaryBoard of Directors, and shall be called by the president or secretary at the request in writing of a majority Chairman of the directorsBoard, by the President or at the Secretary upon the written request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state therefor, stating the purpose or purposes of the proposed meeting, delivered to such officer, signed by the holder(s) of at least ten percent (l0%) of the issued and outstanding stock entitled to vote at such meeting.

Special Meetings. Special meetings of the stockholders, stockholders may be called for any purpose or purposes, unless otherwise provided prescribed by statute or by the Restated Certificate of Incorporation, may be called at any time by the chairman of the board, Chief Executive Officer or the president, or any vice president, or secretary, and shall be called by the president or secretary Secretary only at the request in writing of the Chairman of the Board of Directors, or by a resolution duly adopted by the affirmative vote of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by purposes prescribed in the Certificate notice of Incorporationthe meeting, may be called at any time by the chairman Board of Directors, the board, Chairperson or the president, President or any vice president, as otherwise provided by law or secretary, the Certificate of Incorporation and shall be called by the president held at such place, on such date, and at such time as they or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request he shall state the purpose or purposes of the proposed meetingfix.

Special Meetings. Special meetings of the stockholders, for any purpose purpose, or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount at least 10% of the entire capital stock of the corporation Corporation, issued and outstanding outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board or secretary the Chairman of the Board (the “Chairman”), the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or the Secretary of the Corporation (the “Secretary”) or by the recordholders of at the request in writing of least a majority of the directors, or at the request in writing shares of stockholders owning a majority in amount of the entire capital common stock of the corporation Corporation issued and outstanding and entitled to vote. Any vote thereat, to be held at such request place, date and time as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings of the stockholders, stockholders for any ---------------- purpose or purposes, unless otherwise provided by statute law or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directorsBoard of Directors, or and not at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteany other person or persons. Any such Such request shall must state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of Directors, the board, President or the president, or any vice president, or secretarySecretary, and shall be called by the president President or secretary the Secretary at the written request in writing of the holders of record of a majority of the directors, or at the request in writing of stockholders owning a majority in amount outstanding shares of the entire capital stock of the corporation issued and outstanding and Corporation entitled to votevote at such meeting. Any Special meetings shall be held at such request shall state time as may be fixed in the call and stated in the notices of meeting or waiver thereof. At any special meeting only such business may be transacted as is related to the purpose or purposes of for which the proposed meetingmeeting is convened.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called to be held at the principal office of the Corporation or elsewhere within the State of New York at any time by the chairman Board of Directors or the Chairman of the board, Board or the president, or any vice president, or secretaryPresident, and shall be called by the president Chairman of the Board or secretary the President or the Secretary or an Assistant Secretary at the request in writing of a majority five or more members of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount the holders of record of at least 25% of the entire capital stock outstanding shares of the corporation issued and outstanding and Corporation entitled to vote. Any such Such request shall state the purpose or purposes of for which the proposed meetingmeeting is to be called.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board or secretary at the request in writing Chairman of the Board, the President or the Secretary of the Corporation or by the recordholders of shares of common stock of the Corporation issued and outstanding ("Shares") constituting a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding Total Voting Power (as defined below) and entitled to vote. Any vote thereat, to be held at such request place, date and time as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings Meetings of the stockholdersstockholders of the corporation may be called, for any purpose or purposes, unless otherwise provided by statute or by the Certificate Chairman of Incorporation, may be called the Board or the Chief Executive Officer or the Board of Directors at any time by time, subject to the chairman rights of the board, holders of any stock having a preference over the common stock as to dividends or liquidation. Stockholders are not permitted to call a special meeting or to require the president, or Board of Directors to call a special meeting of stockholders. Business transacted at any vice president, or secretary, and special meeting of stockholders shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled confined to vote. Any such request shall state the purpose or purposes stated in the notice of the proposed meeting.

Special Meetings. Special meetings A special meeting of the stockholders, stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationstatute, may be called at any time only by the chairman of the boardChairman, or in his absence by the presidentPresident, by the Board of Directors, or any vice president, or secretary, and shall be called by the president or secretary Secretary at the request in writing of a majority of the directors, or at Board of Directors and may not be called by the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meetingCorporation.

Special Meetings. Special meetings of the stockholders, ---------------- for any purpose or purposes, unless otherwise provided prescribed by statute law or by the Certificate certificate of Incorporationincorporation, (i) may be called at any time by the chairman of the board, board or the president, or any vice president, or secretary, president and (ii) shall be called by the president or secretary at the request in writing of a majority of the directors, Board or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and Company representing a majority of the votes of all capital stock of the Company entitled to votevote thereat. Any such Such request of the Board or the stockholders shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board or secretary at the request in writing of a majority Chairman of the directorsBoard, the President or at the request in writing of stockholders owning a majority in amount Secretary of the entire capital stock Corporation, to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. The ability of the corporation issued and outstanding and entitled stockholders to vote. Any such request shall state the purpose or purposes call a special meeting of the proposed meetingstockholders is specifically denied.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman board of directors or the Chairman of the board, or the president, or any vice president, or secretary, board of directors and shall be called by the president or secretary Secretary at the request in writing of holders of record of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire outstanding capital stock of the corporation issued and outstanding and Corporation entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless Unless otherwise provided by statute law or by the certificate of incorporation of the corporation (as amended or restated from time to time, the “Certificate of Incorporation”), special meetings of stockholders may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Chief Executive Officer or secretary the President, and will be called by the Secretary at the request request, in writing writing, of either a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount outstanding shares of the entire capital stock of the corporation issued and outstanding and entitled to votecast ten percent (10%) or more of the votes that could be cast at such meeting. Any such Such request shall will state the purpose or purposes of the proposed meeting.

Special Meetings. Special Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of Directors, the Chairman of the boardBoard, if any, the President or the president, or any vice president, or secretary, Corporate Secretary of the Company and shall be called by the president or secretary any such officer at the request in writing of a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Company issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings A special meeting of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at Board, the request in writing of a majority Chairman of the directorsBoard, or if any, the Chief Executive Officer, if any, the President, the record holders of at the request in writing of stockholders owning a majority in amount least 20% of the entire capital shares of stock of the corporation Corporation issued and outstanding and entitled to votevote at such meeting or the Secretary, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof. Any such request Business transacted at any special meeting of stockholders shall state be limited to matters relating to the purpose or purposes stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman order of the board, or the president, or any vice president, or secretary, Board of Directors and shall be called by the president Chairman of the Board, the President, or secretary the Secretary at the request in writing of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute law or by the Certificate of Incorporation, may be called at any time by the chairman Board of the board, Directors or the president, or any vice president, or secretaryPresident, and shall be called by the president or secretary at the request in writing of a majority of the directors, or President at the request in writing of stockholders owning a majority in amount interest of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall be sent to the President and shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationstatute, may be called at any time by the chairman President or by order of the board, or the president, or any vice president, or secretary, Board of Directors and shall be called by the president President or secretary at Secretary upon the request in writing of a majority stockholder or stockholders holding of record at least one-fourth of the directors, or at the request in writing outstanding shares of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and Corporation entitled to votevote at such meeting. Any such written request of a stockholder or stockholders shall state the a proper purpose or purposes of the proposed meetingmeeting and shall be delivered to the President or Secretary.

Special Meetings. Special meetings of the stockholders, for any purpose purpose, or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directors, or Board of Directors. Business transacted at the request in writing any special meeting of stockholders owning a majority shall be limited to the purposes stated in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meetingnotice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman Chairman of the boardBoard, President or by the president, or any vice president, or secretary, Board of Directors and shall be called by the president Chairman, the President or secretary the Secretary at the written request in writing of a majority stockholders holding shares entitled to cast not less than twenty-five per cent of the directors, or votes at the request in writing meeting. Business transacted at any special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be limited to vote. Any such request shall state matters relating to the purpose or purposes stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders ---------------- may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board, and may be called by (a) the President, or secretary at (b) the Secretary within 10 calendar days after receipt of the written request in writing of the holders of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall must be sent to the President or the Secretary and must state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman Board of Directors, the Chairman of the board, Board of Directors or the presidentPresident, for any purpose or any vice president, or secretary, purposes prescribed in the notice of the meeting and shall be called by held at such place, on such date and at such time as the president or secretary Board of Directors may fix. Business transacted at the request in writing of a majority of the directors, or at the request in writing any special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be confined to vote. Any such request shall state the purpose or purposes stated in the notice of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationstatute, may be called at any time by the chairman Chairman of the boardBoard of Directors, the President or by resolution of the president, or any vice president, or secretary, Board of Directors and shall be called by the president President or secretary Secretary upon the written request of holders of not less than 10% in voting power of the outstanding stock entitled to vote at the request meeting. Notice of each special meeting shall be given in writing accordance with Section 2.4 of a majority of the directorsthese Bylaws. Unless otherwise permitted by law, or business transacted at the request in writing any special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled shall be limited to vote. Any such request shall state the purpose or purposes of stated in the proposed meetingnotice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of the board, or the president, or any vice president, or secretary, Directors and shall be called by the president President or secretary at the Secretary upon the written request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such The request shall state the date, time, place and purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate articles of Incorporationincorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board, or secretary at the request in writing of a majority Chairman of the Board, the Chief Executive Officer or the President and may not be called by any other person. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, or at such holders may call special meetings of such holders pursuant to the request in writing of stockholders owning a majority in amount terms of the entire capital stock certificate of the corporation issued and outstanding and entitled to vote. Any designation for such request shall state the purpose classes or purposes of the proposed meetingseries.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate certificate of Incorporationincorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretaryPresident, and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders of record owning a majority in amount at least one-tenth (1/10) of the entire capital stock of the corporation all shares issued and outstanding and entitled to votevote at such meeting. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless Unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman special meetings of the boardstockholders, or the presidentfor any purpose, or any vice president, or secretary, and shall may be called by the president or secretary at corporation’s President. At the request in writing of a majority of the directors, directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote, a special meeting of stockholders shall be called by the corporation’s President or Secretary. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such request shall state the purpose or purposes of the proposed meeting. At any special meeting of stockholders, only such business may be transacted as is related to the purpose or purposes set forth in the notice of such meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at Board, the request in writing of a majority Chairman of the Board, the Chief Executive Officer or the President and may not be called by any other person. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall have the right, voting separately as a class or series, to elect directors, or at such holders may call special meetings of such holders pursuant to the request in writing of stockholders owning a majority in amount terms of the entire capital stock certificate of the corporation issued and outstanding and entitled to vote. Any designation for such request shall state the purpose classes or purposes of the proposed meetingseries.

Special Meetings. Special meetings of the stockholders, for any purpose purpose, or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate articles of Incorporationincorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or secretary if requested in writing by the holders of not less than one-tenth (1/10) of all the shares entitled to vote at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to votemeeting. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders may be called for any purpose or purposes, unless otherwise provided prescribed by statute law or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretaryPresident, and shall be called by the president President or secretary Secretary at the written request in writing of a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire shares of capital stock of the corporation issued and Corporation issued, outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman Board of Directors or the Chairman of the board, or the president, or any vice president, or secretary, Board and shall be called by the president or secretary Secretary at the request in writing of holders of record of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire outstanding capital stock of the corporation issued and outstanding and Corporation entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board or secretary the Chairman of the Board of the Corporation (the “Chairman”), the President of the Corporation (the “President”), the Secretary of the Corporation (the “Secretary”) or the recordholders of at the request in writing of least a majority of the directors, or at the request in writing shares of stockholders owning a majority in amount of the entire capital common stock of the corporation Corporation issued and outstanding and entitled to vote. Any vote thereat, to be held at such request place, date and time as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding Corporation issued, outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose purpose, or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president Chairman of the Board, President or secretary the Secretary at the request in writing of a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special Except as otherwise prescribed by law, special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purpose(s) (i) may be called at any time by the chairman Chairman of the boardBoard, if any, the President or by order of the president, or any vice president, or secretary, Board of Directors and (ii) shall be called by the president President or secretary at the Secretary upon the written request in writing therefor delivered to the President or Secretary signed by stockholders holding of a majority record more than 50% of the directors, or at the request in writing outstanding shares of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and Corporation entitled to vote. Any vote at such meeting, which request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount holder or holders of not less than fifty percent (50%) of shares of Common Stock of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Special meetings may not be called by any other person or persons.

Special Meetings. Special meetings of the stockholders, for any purpose purpose, or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary the Secretary at the request in writing of a majority of the directorsBoard •of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding outstanding, and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of stockholders may be called by the stockholders, for any purpose or purposes, unless otherwise provided by statute President or by the Certificate Board of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and Directors. Special meetings shall be called by the president Secretary, or secretary at the request in writing case of a majority death, absence, incapacity or refusal of the directorsSecretary, by any other officer, upon written application of one or more stockholders who hold at the request least fifty percent in writing of stockholders owning a majority in amount interest of the entire capital stock of the corporation issued and outstanding and entitled to votevote at such meeting. Any such request The call for the meeting shall state the purpose or place, date, hour and purposes of the proposed meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

Special Meetings. Special meetings of the stockholders, for any --------- ---------------- purpose or purposes, unless otherwise provided prescribed by statute law or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or secretary at the request in writing of a majority of the whole board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president Board, the Chief Operating Officer of the Corporation (the "Chief Operating Officer") or secretary the Secretary of the Corporation (the "Secretary") or by the recordholders of at the request in writing of least a majority of the directors, or at the request in writing shares of stockholders owning a majority in amount of the entire capital common stock of the corporation Corporation issued and outstanding ("Shares") and entitled to vote. Any vote thereat, to be held at such request place, date and time as shall state be designated in the purpose notice or purposes waiver of the proposed meetingnotice thereof.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, purposes may be called at any time by the chairman majority of the boardBoard, the Chairman of the Board or the president, or any vice president, or secretaryChief Executive Officer of the Corporation, and shall may not be called by any other person or persons. Only those matters set forth in the president or secretary at the request in writing of a majority notice of the directors, special meeting may be considered or acted upon at the request in writing a special meeting of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meetingCorporation.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute law or by the Certificate certificate of Incorporationincorporation, (i) may be called at any time by the chairman of the board, board or the president, or any vice president, or secretary, president and (ii) shall be called by the president or secretary at the request in writing of a majority of the directors, Board or at the request in writing of by stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and Company representing at least 50% of all capital stock of the Company entitled to votevote thereat. Any such Such request of the Board or the stockholders shall state the purpose or purposes of the proposed meeting."

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate Articles of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, President and shall be called by the president President or secretary Secretary at the request request, in writing writing, of a majority of the directorsBoard of Directors, or at the request request, in writing writing, of stockholders owning entitled to exercise a majority in amount of the entire capital stock voting power of the corporation issued and outstanding and entitled to votecorporation. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporationlaw, may be called at any time by (i) the chairman of Chief Executive Officer, (ii) the boardPresident, or (iii) the presidentBoard, or any vice president, or secretary, and shall be called by the president or secretary (iv) at the written request in writing of a majority of the two or more directors, or at the request in writing of (v) one or more stockholders owning of record, on the date the notice described in Section 5 of this Article II is received by the Secretary of the Corporation, a majority in amount or more of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposespurpose, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, president and shall be called by the president or secretary at the request in writing of a majority of the directors, directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman order of the board, or the president, or any vice president, or secretaryPresident, and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount whole Executive Committee. Special meetings of the entire capital stock stockholders of the corporation issued and outstanding and entitled to voteCorporation may not be called by any other person or persons. Any such request shall state the purpose or purposes Special meetings of the proposed stockholders shall be held at such place within or without the State of Delaware, on such date, and at such time as may be designated by the person or persons calling the meeting.

Special Meetings. Special meetings of the stockholdersstockholders of this corporation, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, and shall be called by the president President or secretary Secretary at the request in writing of a majority of the directors, members of the Board of Directors or at the request in writing holders of stockholders owning a majority in amount of the entire capital total voting power of all outstanding shares of stock of the this corporation issued and outstanding and then entitled to vote, and may not be called absent such a request. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or any vice president, or secretary, Chief Executive Officer and shall be called by the president Chief Executive Officer or secretary Secretary at the request in writing of a majority of the directors, or at the request in writing Board of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to voteDirectors. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, stockholders for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporationstatute, may be called at any time by the chairman Board, the Chairman of the boardBoard, or if any, the president, President or any vice president, or secretary, and shall be called by the president or secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Any such request shall state the purpose or purposes of the proposed meetingVice President.

Special Meetings. Special Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Board of Directors, the Chairperson of the boardBoard, if any, the President, a Vice President, or the president, or any vice president, or secretary, Corporate Secretary of the Corporation and shall be called by the president or secretary any such officer at the request in writing of a majority of the directors, Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, Stockholders for any purpose or purposes, unless otherwise provided prescribed by statute or by the Certificate Articles of Incorporation, may be called at any time by the chairman President or the Secretary by resolution of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary at the request in writing Board of a majority of the directors, Directors or at the request in writing of stockholders the Stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman any officer of the board, or the president, or any vice president, or secretary, and shall be called by the president or secretary Corporation at the written request in writing of the Chairman of the Board, the Chief Executive Officer or a majority of the directorsBoard of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation Corporation issued and outstanding and entitled to vote. Any such Such request shall state the purpose or purposes of the proposed meeting. Any such special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman Chairman of the board, Board or the president, or any vice president, or secretary, President and shall be called by the president Chairman, the President or secretary the Secretary at the request in writing of a majority of the directors, or at the request in writing of stockholders owning a majority in amount members of the entire capital stock Board of Directors. No business other than that included in the notice of the corporation issued and outstanding and entitled to votespecial meeting shall be acted upon at such meeting. Any such request shall state the purpose or purposes No stockholder may call a special meeting of the proposed meetingstockholders.

Special Meetings. Special meetings A special meeting of the stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, stockholders may be called at any time by the chairman Chairman of the boardBoard, if there be one, or by the president, or any vice president, or secretaryPresident, and shall be called by the president or secretary at the request in writing of Secretary when so ordered by a majority of the directorsdirectors or upon the written request, or at stating the request in writing purpose of the meeting, of stockholders owning a majority in amount holding of the entire capital record issued and outstanding shares of stock of the corporation issued and outstanding and Corporation entitled to vote. Any not less than twenty-five per cent of all the votes entitled to be cast at such request shall state the purpose or purposes of the proposed meeting.