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$E1T tlS~ -- - ~ -- ~~'~ ~~~ ~~ 1= J t~4 ~ 1L~7~! ~ l:l L4hC1' JILL JU'L G,nSDU4D~G1U/11 <br />^T.;~ pro++ided in the resolution of the board of directors, or in the by-laws of the eorponttiaat, shell <br />bave and may t~tp'olse all tha powers and authority of the board of directors in the tr~artagemenc <br />of the busman and affairs o! the caspatstion, and may authvriu the seal of the corporation to <br />be affixed b all papers which may require it; but na such committee shall have the power or <br />autherity in referer+ce to amending the certificate of incorporation, adopting an ag~eelttent of <br />merger or consolidation, tooommending to the atocldtoldus the vale, lease or exchange of all or <br />substuttialty alt of the oorponltion's property and assets, recommending W the sta:kholdera a <br />dissolutia~n of the corporation or a revocation of a dissolution, of amending the by-laws of Itte <br />ooxporatiotr and, unless the teso]ution or by-laws, expressly m provide, na sltch Committee shall <br />have the power or authority to doclare a dividend or to authorize the issuance of stock, <br />When and as authorized by the stockholders in accordance with statute, to sell, <br />O lease or exchange all or substantially ell of the property and assets of the eorporadou, including <br />its good will and its corporate franchises; upon such terms and conditions anal fur sum • <br />coatsideration, which may consist In whole or In part of monry or properly including shares of <br />stock in, and/or other securities of, any other uuporation or corporations, as its board of <br />directors shall dealt expedient and for the best interests of the corporation. <br />S. Fslections of directors need not be by written ballot unless the by-laws of the <br />corporation shall so p~rovidc. <br />9. Meetings of stockholders may be held within or without the State of Aelaware, <br />as the by-laws may provides 't'he books of the corporation maybe kept (subject to a„y provu[on <br />contained in the statutes) outside the State of Delaware at such place or places as may tx <br />designated imm time to time by the board of directors or in the by-laws of the corporation. <br /> <br />• <br />