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(ii) Voting Rights With Respect to Election
or Removal of Directors and Certain Other Matters. The
holders of Voting Preferred Stock shall be entitled,
voting as a separate class, to elect four (4) directors
of the corporation (the “Preferred Stock Directors”).
A Preferred Stock Director shall be removed only by the
vote of the holders of a majority of the shares of
Voting Preferred Stock, voting as a separate class. In
voting for the election or removal of a Preferred Stock
Director or in any other matter on which the Voting
Preferred Stock shall vote as a separate class, each
share of Voting Preferred Stock shall be entitled to
one vote per share.
* * * * * * *
(j) Restrictions on Transfer. No holder of shares
of Voting Preferred Stock shall, directly or
indirectly, transfer or otherwise dispose of any shares
of Voting Preferred Stock owned by such holder, or any
interest therein prior to June 30, 2003. * * *
* * * * * * *
ARTICLE X
RESTRICTIONS ON MERGERS, ETC.
The corporation may not be liquidated, dissolved,
merged into or consolidated with another entity and no
other entity may be merged into or consolidated with
the corporation without the unanimous approval of all
of the shareholders of the corporation entitled to
vote.
ARTICLE XI
CERTAIN WAIVERS
The holders of the Preferred Stock hereby
acknowledge and agree that their rights against the
corporation, the directors of the corporation and
holders of Common Stock are only those explicitly
provided by this Restated Certificate of Incorporation
or in any shareholders agreement executed among the
shareholders of this corporation and to the extent
that, at law or in equity, the corporation, the
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