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If the Board of Directors does not fix a recorddate, (i) the record date for the determination ofstockholders entitled to notice of or to vote at a meeting of stockholdersshall be as of the close of business on the day next preceding the day on whichnotice of such meeting is given, or, if notice is waived as provided herein, onthe day next preceding the day on which the meeting is held; (ii) the recorddate for determining stockholders entitled to express consent to corporateaction in writing without a meeting, where no prior action by the Board ofDirectors is necessary, shall be the close of business on the day on which the firstsigned written consent setting forth the action taken or proposed to be takenis delivered to the Corporation; and (iii) the record date for determiningstockholders for any other purpose shall be at the close of business on the dayon which the resolution of the Board of Directors relating thereto is adopted
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