Exhibit 3.2


                               CODE OF REGULATIONS

                                       OF

                              ROBBINS & MYERS, INC.


                                   ARTICLE I.


                            MEETINGS OF SHAREHOLDERS.

     (a) ANNUAL MEETING. The annual meeting of shareholders of the Company for
the election of directors and the transaction of such other business as may be
specified in the notice for such meeting shall be held on the date and at the
time and place designated by the Board of Directors or, in the absence of such
designation, at 11:00 o'clock a.m., on the second Wednesday of the fourth month
following the close of the Company's fiscal year. The annual meeting shall be
held at the principal office of the Company unless the Board of Directors
determines that the meeting shall be held at another location, which may be
within or without the State of Ohio.

     (b) SPECIAL MEETINGS. Special meetings of the shareholders may be called at
any time in accordance with applicable provisions (if any) in the Articles of
Incorporation, as amended from time to time, and also by the holders of
one-fifth (1/5th) in amount of the outstanding shares entitled to vote thereat,
or in writing by the President, or a Vice President, or in writing or by vote by
a majority of the Directors or by the Executive Committee, and (except in the
case of meetings called to elect Directors) may be held at any place within or
without the State of Ohio designated in the call and notice therefor.

     (c) NOTICE OF MEETINGS. Except as may otherwise be required by law, a
written or printed notice of every annual or special meeting of the
shareholders, stating the time and place and the objects thereof, shall be given
to each shareholder entitled to vote by mailing the same to his last address
appearing on the books of the Company at least ten days before any such meeting.
Any shareholder either before or after such meeting may waive any notice
required to be given by law or under these regulations, and by attendance at any
meeting shall be deemed to have waived notice thereof.

     (d) QUORUM. Except as may otherwise be provided in the Articles of
Incorporation, as amended from time to time, the holders of shares entitling
them to exercise one-third of the voting power of the Company present in person
or by proxy at any meeting for the election of Directors shall constitute a
quorum, but to constitute a quorum at any meeting of shareholders for any other
purpose there shall be present in person or by proxy the holders of shares
entitling them to exercise a majority of the voting power, or if the vote is to
be taken by classes, the holders of shares of each class entitling them to
exercise a majority of the voting power of the class. At any meeting whether a
quorum is present or otherwise, the holders of a majority of the voting shares



                                       1


represented by shareholders present in person or proxy may adjourn from time to
time and from place to place without notice other than by announcement at the
meeting. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally notified or held.

                                   ARTICLE II.

                               BOARD OF DIRECTORS.

     (a) CLASSIFICATION. Unless changed in accordance with the provisions of
paragraph (b) of this Article II, the number of directors of the Company shall
be fixed at seven and shall be divided into two classes. The first class shall
be comprised of three directors and the directors initially elected to such
class shall hold office until the first succeeding annual meeting of
shareholders and until their successors are elected and qualified. The second
class shall be comprised of four directors and the directors initially elected
to such class shall hold office until the second succeeding annual meeting of
shareholders and until their successors are elected and qualified. Thereafter,
at each annual meeting of shareholders, directors to succeed those whose terms
are expiring at such annual meeting shall be elected to hold office until the
second succeeding annual meeting of shareholders and until their successors are
elected and qualified.

     (b) CHANGE IN NUMBER. The authorized number of directors and the number of
directors in each class may be changed either by the affirmative vote of the
holders of record of at least two-thirds of the voting power of the Company at a
meeting of shareholders called for that purpose and for the purpose of electing
directors, or by the affirmative vote of a majority of the authorized number of
directors; provided, however, that the classes shall be of approximately equal
size and in no event shall any class contain fewer than three directors nor more
than four directors. No reduction in the number of directors, either by the
shareholders or the directors, shall of itself have the effect of shortening the
term of any incumbent director.

     (c) NOMINATIONS. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations of
persons for election as directors of the Company may be made at a meeting of
shareholders (i) by or at the direction of the Board of Directors or by any
committee or person appointed by the Board of Directors or (ii) by any
shareholder of the Company entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this paragraph (c).
Any nomination other than those governed by clause (i) of the preceding sentence
shall be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Company not less than 50
days nor more than 75 days prior to the meeting; provided, however, that in the
event that less than 60 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of any shares of the Company or any
subsidiary of the Company which are beneficially owned by such person and (iv)
any other information relating to such person


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that is required to be disclosed in solicitations for proxies for election of
directors pursuant to any then existing rule or regulation promulgated under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and record address of such shareholder and (ii)
the class and number of shares of the Company which are beneficially owned by
such shareholder. The Company may require any proposed nominee to furnish such
other information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director. No person shall be
eligible for election as a director unless nominated as set forth herein.

     The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

     (d) REMOVAL. No director may be removed prior to the expiration of such
director's term of office, except by the affirmative vote of the holders of
two-thirds of the voting power of the Company entitled to vote in the election
of directors; provided, however, that unless all the directors, or all the
directors of a particular class, are removed, no individual director shall be
removed if votes of sufficient number of shares are cast against his removal
which, if cumulatively voted at an election of all the directors, or all the
directors of a particular class, as the case may be, would be sufficient to
elect at least one director.

     (e) VACANCIES. The remaining directors, though less than a majority of the
authorized number of directors, may, by the vote of a majority of their number,
fill any vacancy in the Board of Directors, however arising, for the unexpired
term thereof. Any person elected to fill a vacancy in the Board of Directors
shall hold office until the expiration of the term of office for the class to
which he is elected and until his successor is elected and qualified.

     (f) RESIGNATIONS. Any director may resign at any time by writing to that
effect delivered to the Secretary and to be effective at or after the next
meeting of the Board of Directors, or at the time specified in such writing.

     (g) QUORUM. A majority of the qualified Directors at any time in office
shall constitute a quorum for all purposes; provided, however, that at any
meeting duly called whether a quorum is present or otherwise a majority of the
Directors present may adjourn from time to time and place to place within or
without the State of Ohio without notice other than by announcement at the
meeting. At any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called. At each meeting of the Board of Directors at which a quorum is present
all questions and business shall be determined by the vote of a majority of the
directors present unless a different vote is required by law.

     (h) MEETINGS. Regular meetings of the Board of Directors shall be held at
such times and places within or without the State of Ohio as may be provided for
in by-laws or resolutions adopted by the Board. Special meetings may be held at
any time and place within or without the State of Ohio upon call by the
President and Vice-President or any two Directors. Notice of the time and place
of each special meeting shall be given by letter or telegram or in person not
less


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than forty-eight hours prior to such time; provided, however, that an annual
meeting of the Board shall be held immediately after the annual election of the
Board and no notice of the same need be given. Notice of any special meeting may
be waived in writing and will be waived by any Director by his attendance
thereat. Unless otherwise indicated in the notice thereof, any business may be
transacted at any meeting.

     (i) COMPENSATION. The Board of Directors is hereby authorized to fix a
reasonable compensation to be paid to each Director for attendance at any
meeting of the Board.

     (j) INTERESTED DIRECTORS. No contract or any other transaction between the
Company and any other corporation and no act of the Company shall be in any way
affected or invalidated by the fact that any of the Company's Directors are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any Director individually, or any firm of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Company, provided the fact
that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof; and any Director of the
Company who is also a director or officer of such other corporation or who is so
interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize such contract or
transaction and may vote thereat to authorize such contract or transaction with
like force and effect as if he were not such Director or officer of such other
corporation or not so interested.

                                  ARTICLE III.

     The Board of Directors, by resolution adopted by a majority of the whole
board, may appoint three or more Directors to constitute one or more committees
of Directors. The resolution establishing each such committee shall specify a
designation by which it shall be known and shall fix its powers and authority.
The Board of Directors may delegate to any such committee any of the authority
of the Board of Directors, however conferred, other than that of filling
vacancies among the Directors or in any committee of the Directors.

     The Board of Directors may likewise appoint one or more Directors as
alternate members of any such committee, who may take the place of any absent
member or members at any meeting of such committee.

     Each such committee shall serve at the pleasure of the Board of Directors,
shall act only in the intervals between meetings of the Board of Directors, and
shall be subject to the control and direction of the Board of Directors. All
actions by any such committee shall be subject to revision and alteration by the
Board of Directors.

     An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.

     Any such committee may act by a majority of its members at a meeting or by
a writing or writings signed by all of its members.



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     The Board of Directors may likewise appoint other members of any committee
who are not members of the Board of Directors who shall act in an advisory
capacity but who shall have no vote upon any matter or business before the
committee.

                                   ARTICLE IV.

                                    OFFICERS.

     (a) OFFICERS DESIGNATED. The Board of Directors shall elect a President, a
Secretary and a Treasurer and in their discretion one or more Vice Presidents, a
Chairman of the Board and such additional officers as the Board may see fit. The
President and the Chairman of the Board shall be chosen from among the members
of the Board of Directors but the other officers need not be members of the
Board. Any two or more of such offices may be held by the same person but where
action is required by two officers no officer shall execute, acknowledge or
verify any instrument in more than one capacity.

     (b) TENURE OF OFFICE. All of said officers shall be chosen by the Board of
Directors as soon as may be possible after the annual election of the Board of
Directors, and shall hold office until the next annual meeting of the Board of
Directors or until their successors are chosen and qualified. The Board of
Directors may remove any officer at any time with or without cause by a
two-thirds vote of the Directors present at a meeting attended by a quorum.

     (c) CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside
at all meetings of the Board of Directors and shall have such other powers and
duties as may be prescribed by the Board of Directors.

     (d) PRESIDENT. The President shall preside at all meetings of the
shareholders and in the absence of a Chairman of the Board shall also preside at
meetings of the Board of Directors. He shall be the chief executive officer of
the Company, and shall have general supervision over its property, business and
affairs, subject to the directions of the Board of Directors. The President,
unless otherwise ordered by the Board of Directors, shall be authorized to vote
any shares owned by the Company in any other corporation or to designate someone
else to vote such shares. He shall also enforce these regulations. He may
execute all authorized deeds, mortgages, bonds, contracts and other obligations
in the name of the Company and shall have such other powers and duties as may be
prescribed by the Board of Directors.

     (e) VICE-PRESIDENTS. The Vice-Presidents, in the order designated by the
Board of Directors, shall perform all the duties of the President in case of the
absence or disability of the latter, or when circumstances prevent the latter
from acting, together with such other duties as the Board of Directors may
require. The power of the Vice-Presidents to execute all authorized deeds,
mortgages, bonds, contracts and other obligations in the name of the Company
shall be co-ordinate with like powers of the President and any such instrument
so executed by any of the Vice-Presidents shall be as valid and binding as
though executed by the President. In case the President and the Vice-Presidents
are absent or unable to perform their duties, the Directors may appoint a
President pro tempore.


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     (f) SECRETARY. The Secretary shall keep the minutes of all meetings of the
shareholders, the Board of Directors, and (unless otherwise directed by the
Committee) of the Executive Committee. He shall keep such books as may be
required by the Board of Directors, shall have charge of the seal of the
Company, and shall give notices required by law or by these regulations, or
otherwise, and have such other powers and duties as the Board of Directors may
prescribe.

     (g) TREASURER. The Treasurer shall receive and have in charge all money,
bills, notes, bonds, and similar property belonging to the Company, and shall do
with the same as may be ordered by the Board of Directors. He shall keep
accurate financial accounts, and hold the same open for the inspection and
examination of the Directors, and any committee of the shareholders appointed
for such purpose, and shall present abstracts thereof at the annual meeting of
the shareholders and at other meetings when required. On the expiration of his
term of office, he shall turn over to his successor, or to the Board of
Directors, all property, books, papers and money of the Company in his hands.

     (h) DELEGATION OF DUTIES. The Board of Directors shall have power to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein. Checks, notes, and similar instruments shall be
signed by such officers or employees as the Board may from time to time
designate.

     (i) COMPENSATION. The compensation of the officers shall be fixed by the
Board of Directors.

     (j) BOND. The Treasurer and any other officer, if required by the Board of
Directors, shall furnish bonds for the faithful performance of their duties, in
such manner and with such surety as may be fixed and required by the Board of
Directors.

                                   ARTICLE V.

                  LIMITATION OF LIABILITY AND INDEMNIFICATION.

SECTION 1. LIMITATION OF LIABILITY.
---------  ------------------------

     (a) No person shall be found to have violated his duties to the Company as
a director of the Company in any action brought against such director (including
actions involving or affecting any of the following: (i) a change or potential
change in control of the Company; (ii) a termination or potential termination of
his service to the Company as a director; or (iii) his service in any other
position or relationship with the Company), unless it is proved by clear and
convincing evidence that the director has not acted in good faith, in a manner
he reasonably believes to be in or not opposed to the best interests of the
Company, and with the care that an ordinarily prudent person in a like position
would use under similar circumstances. Notwithstanding the foregoing, nothing
contained in this paragraph (a) limits relief available under Section 1701.60 of
the Ohio Revised Code.


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     (b) In performing his duties, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, that are prepared or presented by: (i) one or more
directors, officers, or employees of the Company whom the director reasonably
believes are reliable and competent in the matters prepared or presented; (ii)
counsel, public accountants, or other persons as to matters that the director
reasonably believes are within the person's professional or expert competence;
or (iii) a committee of the directors upon which he does not serve, duly
established in accordance with the provisions of these Regulations, as to
matters within its designated authority, which committee the director reasonably
believes to merit confidence.

     (c) A director, in determining what he reasonably believes to be in the
best interests of the Company, shall consider the interest of the Company's
shareholders and, in his discretion, may consider (i) the interests of the
Company's employees, suppliers, creditors and customers; (ii) the economy of the
state and nation; (iii) community and societal considerations; and (iv) the
long-term as well as short-term interests of the Company and its shareholders,
including the possibility that these interests may be best served by the
continued independence of the Company.

     (d) A director shall be liable in damages for any action he takes or fails
to take as a director only if it is proved by clear and convincing evidence in a
court of competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to the Company
or undertaken with reckless disregard for the best interests of the Company.
Notwithstanding the foregoing, nothing contained in this paragraph (d) affects
the liability of directors under Section 1701.95 of the Ohio Revised Code or
limits relief available under Section 1701.60 of the Ohio Revised Code.

SECTION 2. INDEMNIFICATION.
---------  ----------------

(a) In case any person was or is a party, or is threatened to be made a party,
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by or in
the right of the Company, by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, the Company shall indemnify such person against expenses, including
attorney's fees, judgments, decrees, fines, penalties, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any matter the subject of a criminal action, suit,
or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and with respect to any matter the subject of a
criminal action, suit or proceeding, that he had no reasonable cause to believe
that his conduct was unlawful.

     (b) In case any person was or is a party, or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the right
of the Company to procure a


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judgment in its favor by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust or other
enterprise, the Company shall indemnify such person against expenses, including
attorney's fees actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification shall be made in respect of any of
the following: (i) any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court of common
pleas, or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper; or (ii) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code.

     (c) To the extent that a director or officer has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
paragraphs (a) and (b) of this Section 2, or in defense of any claim, issue, or
matter therein, the Company shall indemnify him against expenses, including
attorney's fees, actually and reasonably incurred by him in connection with the
action, suit or proceeding.

     (d) Any indemnification under paragraphs (a) and (b) of this Section 2,
unless ordered by a court, shall be made by the Company only as authorized in
the specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b) of this Section 2. Such
determination shall be made as follows: (i) by a majority vote of a quorum
consisting of directors of the Company who were not and are not parties in or
threatened with any such action, suit, or proceeding, (ii) if the quorum
described in clause (i) of this paragraph (d) is not obtainable or if a majority
vote of a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the Company or any person to be indemnified within the past five years, (iii) by
the shareholders, or (iv) by the court of common pleas or the court in which
such action, suit, or proceeding was brought. Any determination made by the
disinterested directors under clause (i) of this paragraph (d) or by independent
legal counsel under clause (ii) of this paragraph (d) shall be promptly
communicated to the person who threatened or brought the action or suit, by or
in the right of the Company referred to in paragraph (b) of this Section 2, and
within ten days after the receipt of such notification, such person shall have
the right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.

     (e) (i) Unless the only liability asserted against a director in an action,
suit, or proceeding referred to in paragraphs (a) and (b) of this Section 2 is
pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit, or
proceeding, shall be paid by the Company as they are incurred, in advance of the
final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following: (A) repay such amount if it is proved by clear and


                                       8


convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Company or undertaken with reckless disregard for the best
interests of the Company; and (B) reasonably cooperate with the Company
concerning the action, suit, or proceeding.

          (ii) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee or agent in defending any action, suit or proceeding
referred to in paragraphs (a) and (b) of this Section 2 may be paid by the
Company as they are incurred in advance of the final disposition of the action,
suit or proceeding as authorized by the directors in the specific case upon the
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, or agent to repay such amount, if it ultimately is determined that he
is not entitled to be indemnified by the Company.

     (f) The indemnification authorized by this Section 2 shall not be exclusive
of, and shall be in addition to, any other rights granted to those seeking
indemnification under the Articles of Incorporation of the Company or these
Regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

     (g) The Company may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit or
self-insurance, on behalf of or for any person who is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust or other
enterprises, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Company would have indemnified him against such liability under this Section 2.
Insurance may be purchased from or maintained with a person in which the Company
has a financial interest.

     (h) The authority of the Company to indemnify persons pursuant to
paragraphs (a) and (b) of this Section 2 does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to paragraphs (e), (f) and (g) of this Section 2.
Paragraphs (a) and (b) of this Section 2 do not create any obligation to repay
or return payments made by the Company pursuant to paragraphs (e), (f) and (g)
of this Section 2.

SECTION 3. INTERPRETATION.
---------  ---------------

         As used in Article V, words of the masculine gender shall include the
feminine gender.

                                   ARTICLE VI.

                                 CORPORATE SEAL.

         The corporate seal of the Company shall be circular in form and shall
contain the name of the Company and the words "Corporate Seal."


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                                  ARTICLE VII.

                    PROVISIONS IN ARTICLES OF INCORPORATION.

         This Code of Regulations is subject in all respects to the Articles of
Incorporation of the Company, as amended from time to time.

                                  ARTICLE VIII.

                                   AMENDMENTS.

         This Code of Regulations may be altered, repealed, amended or
superseded by a new Code of Regulations in whole or in part by the written
consent of the holders of two-thirds of the shares possessing voting power
thereon, or by the affirmative vote of the holders of a majority of the shares
possessing voting power thereon at any annual meeting or special meeting called
for such purpose; provided, however, that paragraphs (a) through (e), inclusive,
of Article II and this Article VIII may not be altered, repealed, amended or
superseded, and no amendment to this Code of Regulations which is inconsistent
therewith may be adopted, without the affirmative vote of the holders of record
of shares entitling them to exercise two-thirds of the voting power of the
Company thereon.













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