All Stockholders of Miami-Dade, Inc. (Miami-Dade Florida) will collectively own and have the right to vote, in accordance with the terms of the agreement, the Company Common Stock as well as the Company's outstanding shares of its preferred stock (including rights to share in the purchase of additional preferred stock) on the following terms: • in the event a member of Miami-Dade, Inc.'s Board of Directors so requests, as of the first business day in December 2004, the stockholders will have the right to determine the Board of Directors by means of a meeting at which a majority of the shares of Company Common Stock voted by stockholders entitled to participate in the election of the Director concerned are present; • the Company Common Stock issued to all stockholders of Miami-Dade, Inc.
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