Common use of Specific Matters Clause in Contracts

Specific Matters. The following exceptions to the general voting rules described in Art. 5.1 shall apply: (i) all Parties undertake to always vote with all Pool Shares for a motion of the Board (or for a motion of a Party, respectively) regarding the conversion of Class B Shares in Class A Shares; (ii) regarding any motions on elections or de-selections, respectively, of a Member of the Extended Founder Team, if a Pool Meeting has resolved with a Simple Majority to elect or de-select such Member of the Extended Founder Team, the Parties shall vote at the Shareholders’ Meeting with all Pool Shares on such matter in accordance with the resolutions of the Pool Meeting, however, if no Simple Majority has been reached in the preceding Pool Meeting, the Parties shall be free to vote their Pool Shares at the Shareholders’ Meeting. It being understood, however, that the Parties shall always vote for the election of a Founder as a Board Member in accordance with Art. 6.2.