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SEC Filings

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and place within or without the State of Delaware as the Board or an Executive
Officer, whichever has called the meeting, shall direct. A special meeting of
the stockholders also shall be called whenever stockholders owning a majority of
the shares of the Corporation then issued and outstanding and entitled to vote
on all of the matters to be submitted to stockholders of the Corporation at such
special meeting shall make written application to an Executive Officer. Any such
written request shall state a proper purpose or purposes of the meeting and
shall be delivered to an Executive Officer.

      2.03  NOTICE OF MEETING.

      Notice, signed by the Secretary of the Corporation or an Executive
Officer, of every annual or special meeting of stockholders shall be prepared in
writing and personally delivered; mailed, postage prepaid; or sent by facsimile
transmission to each stockholder entitled to vote at such meeting not less than
ten (10) nor more than sixty (60) days before the meeting, except as otherwise
provided by statute. Every notice of a meeting of the stockholders shall state
the place, date and hour of the meeting, and in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is called. If
mailed, such notice shall be directed to a stockholder at his address as it
shall appear on the stock record book of the Corporation, unless the stockholder
shall have filed with the Secretary a written request that notice intended for
him or her be mailed to some other address, in which case it shall be mailed to
the address designated in such request. Notice shall be deemed given when
personally delivered or deposited in the United States mail, as the case may be;
provided, however, that such notice may also be given by telegram, facsimile or
other means of electronically transmitted written copy and in such case shall be
deemed given when ordered or, if a delayed delivery is ordered, as of such
delayed delivery time.


      A complete list of the stockholders entitled to vote at each meeting of
stockholders, arranged in alphabetical order and showing the address of each
such stockholder and the number of shares registered in the name of each such
stockholder, shall be open to the examination of any stockholder, for any
purpose germane to such meeting, during ordinary business hours, for a period of
at least ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
such meeting, or, if not specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting and during the whole time thereof, and may be inspected by any
stockholder who is present.

      2.05  QUORUM.

      The presence at any meeting, in person or by proxy, of the holders of
record of a majority of the shares then issued and outstanding and entitled to
vote shall be necessary and sufficient to constitute a quorum for the
transaction of business, except where otherwise provided by statute.

      2.06  ADJOURNMENTS.

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