EMC 2008 Annual Report Download - page 128
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Approval by Shareholders of Certain Actions
Amendment to Articles of Organization
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws
of the corporation, pursuant to Section 10.21 of the Massachusetts Business Corporation Act (the "MBCA"), or by the board of directors of the corporation,
acting pursuant to subsection (c) of Section 10.03 of the MBCA, adoption of an amendment to these articles of organization in accordance with Section 10.03
of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these articles of organization,
and in addition at least a majority of the shares of any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of
the corporation, or by action of the board of directors pursuant to subsection (c) of Section 10.03 of the MBCA.
Merger or Share Exchange
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws
of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 11.04
of the MBCA, approval by the shareholders of a plan of merger or share exchange in accordance with Section 11.04 of the MBCA shall require approval by at
least a majority of all the shares entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares in any
voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors
pursuant to subsection (3) of Section 11.04 of the MBCA.
Sale of Substantially All of the Property
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws
of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (b) of Section 12.02
of the MBCA, approval of a sale, lease, exchange or disposition of all, or substantially all, of the property of the corporation in accordance with Section 12.02
of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these articles of
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