Common use of Certain Voting Rights Clause in Contracts

Certain Voting Rights. The affirmative vote or consent of the holders of at least 67% of the outstanding Series A Preferred Shares will be required (i) to authorize, create or issue, or increase the authorized, created or issued amount of, any class or series of stock which shall, as to dividends or distribution of assets, rank senior to the Series A Preferred Shares, or reclassify any authorized class or series of stock of the Corporation into any such stock, or authorize, create or issue any obligation or security convertible into or evidencing the right to purchase any such stock or (ii) amend, alter, repeal or change the provisions of the Corporation’s Articles of Incorporation (including this Section C and the terms of the Series A Preferred Shares), including, without limitation, by consolidation or merger, so as to adversely affect the voting powers, preferences or rights of the holders of Series A Preferred Shares. Notwithstanding the foregoing, but subject to clause (i) above, an alteration or change to the provisions of the Corporation’s Articles of Incorporation shall not be deemed to affect the voting powers, preferences or special rights of the holders of the Series A Preferred Shares, provided that: (x) the Series A Preferred Shares remain outstanding with the terms thereof unchanged; or (y) the Series A Preferred Shares are converted in a merger or consolidation transaction into shares of the surviving or successor corporation or the direct or indirect parent of the surviving or successor corporation having terms identical to the terms of the Series A Preferred Shares set forth herein and the terms and number of authorized and issued shares of any stock that is senior to the Series A Preferred Shares of the issuer are also identical to the terms and number of authorized and issued shares of senior stock of the Corporation immediately prior to such merger or consolidation transaction. The above notwithstanding, an increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock or an increase in the amount of authorized shares of any such series, in each case ranking on a parity with or junior to the Series A Preferred Shares with respect to payment of dividends or distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to adversely affect the voting powers, preferences or rights of the holders of the Series A Preferred Shares.

Certain Voting Rights. The affirmative So long as any shares of Series A --------------------- Preferred Stock are outstanding, the Company shall not (1) without the consent or vote or consent of the holders of at least 67% two-thirds of the outstanding shares of Series A Preferred Shares will be required Stock, voting separately as a class, (ia) to amend, alter, or repeal or otherwise change any provision of the Certificate of Incorporation of the Company or this Section of the Certificate of Designation if such amendment, alteration, repeal or change would materially and adversely affect the rights, preferences, powers or privileges of the Series A Preferred Stock, or (b) authorize, create or issuecreate, issue or increase the authorized, created authorized or issued amount of, of any class or series of stock which shallany equity securities of the Company, as to dividends or distribution any warrants, options or other rights convertible or exchangeable into any class or series of assetsany equity securities of the Company, rank senior ranking prior to the Series A Preferred SharesStock, either as to dividend rights or reclassify any authorized class rights on liquidation, dissolution or series of stock winding up of the Corporation into any such stock, or authorize, create or issue any obligation or security convertible into or evidencing the right to purchase any such stock Company; or (ii2) amend, alter, repeal without the consent or change the provisions of the Corporation’s Articles of Incorporation (including this Section C and the terms of the Series A Preferred Shares), including, without limitation, by consolidation or merger, so as to adversely affect the voting powers, preferences or rights vote of the holders of at least fifty percent of the outstanding shares of Series A Preferred Shares. Notwithstanding the foregoingStock, but subject to clause (i) abovevoting separately as a class, an alteration or change to the provisions of the Corporation’s Articles of Incorporation shall not be deemed to affect the voting powers, preferences or special rights of the holders of the Series A Preferred Shares, provided that: (x) the Series A Preferred Shares remain outstanding with the terms thereof unchanged; or (y) the Series A Preferred Shares are converted in a merger or consolidation transaction into shares of the surviving or successor corporation or the direct or indirect parent of the surviving or successor corporation having terms identical to the terms of the Series A Preferred Shares set forth herein and the terms and number of authorized and issued shares of incur any stock that Indebtedness which is senior in right of payment to the Series A Preferred Shares Stock. For purposes of this paragraph VI.C., "Indebtedness" shall mean (i) indebtedness for money borrowed, (ii) indebtedness evidenced by notes, debentures, bonds or other securities, and (iii) any renewals, deferrals, increases or extensions of indebtedness of the issuer kinds described in the preceding clauses (i) and (ii), but shall not include any of the foregoing types of indebtedness incurred by a subsidiary of the Company, or the proceeds of which are also identical to the terms and number of authorized and issued be applied to redeem or repurchase all then outstanding shares of senior stock of the Corporation immediately prior to such merger or consolidation transactionSeries A Preferred Stock. The above notwithstanding, an increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred stock that is Parity Stock or an increase Junior Stock in respect of the amount of authorized shares of any such series, in each case ranking on a parity with or junior to the Series A Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding upup of the Company, or a merger, consolidation, reorganization or other business combination in which the Company is not the surviving or successor entity, or an amendment that increases the number of authorized shares of Series A Preferred Stock or substitutes the surviving entity in a merger or consolidation for the Company, shall not be deemed to adversely affect the voting powers, preferences or rights be a material and adverse change requiring a vote of the holders of the shares of Series A Preferred Shares.Stock pursuant to this paragraph VI.C.