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Thereafter, only the affirmative vote of a majority of such shareholders is required. The effect of these provisions is that not more than one-third of the Company's directors will be elected at any single annual meeting and a supermajority of votes will be required to remove incumbent directors. As a result, a person seeking control of the Company might not necessarily be able to acquire a controlling block of stock and effect an entire change in management at a single annual meeting. Special Meetings of Stockholders Our Bylaws provide that a special meeting of stockholders may be called by the Chairman of the Board of Directors, the President, the Board of Directors or 10 of the stockholders of record of all shares entitled to vote.

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