Common use of Voting Restrictions Clause in Contracts

Voting Restrictions. (a) Subject to Section 4(b), the Buyers will each consent to any amendment or waiver of their respective Transaction Documents if and only if a Majority of Buyers shall have agreed to identical amendments or waivers to their respective Transaction Documents; provided, however, that each Buyer shall have sole discretion to grant or withhold the waiver of any Non-General Default or Non-General Event of Default and to exercise remedies with respect thereto in accordance with the Repo Agreement to which it is party. (b) Notwithstanding Section 4(a), no Buyer shall be required to enter into or consent to any amendment or waiver of any term of this Agreement. Notwithstanding Section 4(a), no Buyer shall be required to enter into any amendment or waiver of any Transaction Document that would have the effect of: (i) reducing the Price Differential, the Repurchase Price of any Purchased Securities or the amount of any fees or indemnification under any Transaction Document payable in respect of any Transaction to which such Buyer is party or extending the time for payment of any such amounts; (ii) making any payment under the Repo Agreement to which such Buyer is party payable in money other than that stated in such agreement; or (iii) impairing the right of any Buyer to receive payment of Repurchase Price of and Price Differential on any Transaction to which such Buyer is party on or fees or indemnification thereunder on the due dates therefor or to institute a suit for the enforcement of any overdue payment on or with respect to the Transaction to which such Buyer is party. (c) Each Buyer will each declare or refrain from declaring the acceleration of the Repurchase Date following an Event of Default of the Seller under the Repo Agreement to which such Buyer is party in accordance with the decision of a Majority of Buyers; provided, however, that if such an Event of Default is a Non-General Event of Default, it shall be within the sole discretion of such Buyer whether to declare or refrain from declaring such acceleration if and only if such Buyer is a Buyer or group of Buyers comprising Instructing Buyers. (d) Each Buyer will give notice or refrain from the giving notice of a Material Affiliate Event under Section 5.3(a) of the Certificate, and will exercise or refrain from exercising, “Special Voting Rights” (as defined in the Certificate) following a Material Affiliate Event under the Certificate in accordance with the decision of a Majority of Buyers; provided, however, that, in the case of Special Voting Rights arising from, or existing during the continuance of, a Material Affiliate Event described in clause (i) (with respect to Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.8 (with respect to the second sentence thereof only), 2.9, 2.10, 2.11, 2.13, 2.14, 2.15(b) and 2.16 of the Ancillary Agreement), (ii), (iii), (iv) (other than with respect to Sections 3.3 and 3.5 of the Ancillary Agreement), (v), (vi), (x)(b), (xi) (with respect to any Non-General Event of Default in respect of such Buyer), (xii) or (xiii) of the definition of such term in the Certificate, if Instructing Buyers shall elect in their sole discretion to exercise Special Voting Rights, then the other Buyers shall exercise Special Voting Rights and their rights under Sections 5.6 and 5.7 of the Certificate as reasonably directed by such Instructing Buyers solely in order to bring about the prompt redemption of the Purchased Securities held by such Instructing Buyers. (e) No Buyer shall consent to effectuate or validate any of the actions set forth in Section 5.4 of the Certificate unless each Instructing Buyer directs that such consent shall be given, with each such Instructing Buyer having sole discretion to give or withhold such direction provided, however, that each Buyer will consent to effecting or validating any action or decision specified in Section 5.4(g) or 5.4(k) of the Certificate if and only if the Majority of Buyers shall have agreed to give such consent.

Voting Restrictions. (a) Subject In connection with each vote or written consent of the holders of Common Stock, JEDI and its Affiliates shall vote, or consent with respect to, and cause each of its Affiliates and each Group of which it is a member, to Section 4(b)vote or consent with respect to, all Excess JEDI Shares in respect of the Buyers will each matters subject to such vote or consent to in the same proportion that all other Equity Securities of the Company (other than Equity Securities of the Company owned by JEDI, Anschutz, any amendment or waiver of their respective Transaction Documents if and only if Affiliates or any Group of which any such entity is a Majority member) are voted or with respect to which such consent is given by holders of Buyers shall have agreed such Equity Securities with respect to identical amendments or waivers to their respective Transaction Documentssuch matter; provided, however, that notwithstanding the foregoing, each Buyer shall have sole discretion to grant of JEDI, its Affiliates and such Groups at all times may vote, or withhold the waiver of any Non-General Default or Non-General Event of Default and to exercise remedies consent with respect thereto in accordance to, Excess Purchaser Securities (1) for the election of the JEDI Designee, (2) as JEDI, such Affiliate or such Group shall determine with the Repo Agreement respect to each Section 16(b) Matter with respect to which it (A) any of JEDI and its Affiliates and the respective Groups in which any of them may be members will have or may, directly or indirectly, have Section 16(b) Liability and (B) there shall not have been entered, as of the date such vote or consent shall be required to be given, a final judgment to the effect that JEDI and its Affiliates and the respective Groups in which any of them may be members do not and will not, directly or indirectly, have any Section 16(b) Liability, which judgment shall not be subject to appeal and is partyres judicata as to all matters that may give rise to Section 16(b) Liability in connection therewith, and (3) as otherwise approved by the Board of Directors of the Company, including a majority of Independent Directors, with respect to the matter subject to such vote or consent. (b) Notwithstanding Section 4(a), no Buyer shall be required to enter into or consent to any amendment or waiver of any term of anything contained in this Agreement. Notwithstanding Section 4(a), no Buyer JEDI and its Affiliates and the respective Groups in which any of them may be members shall not be required to enter into restricted in any amendment manner whatsoever from voting, or waiver consenting with respect to, Equity Securities of the Company owned by any Transaction Document of them that would have the effect of: (i) reducing the Price Differential, the Repurchase Price of any Purchased Securities or the amount of any fees or indemnification under any Transaction Document payable in respect of any Transaction to which such Buyer is party or extending the time for payment of any such amounts; (ii) making any payment under the Repo Agreement to which such Buyer is party payable in money other than that stated in such agreement; or (iii) impairing the right of any Buyer to receive payment of Repurchase Price of and Price Differential on any Transaction to which such Buyer is party on or fees or indemnification thereunder on the due dates therefor or to institute a suit for the enforcement of any overdue payment on or are not Excess JEDI Shares with respect to the Transaction matter subject to which such Buyer is partyvote or consent. (c) Each Buyer will each declare or refrain from declaring The provisions of Section 3.1(a) shall terminate contemporaneously with the acceleration termination of the Repurchase Date following an Event restrictions contained in the Anschutz Shareholders Agreement on the voting by Anschutz of Default of the Seller under the Repo Agreement to which such Buyer is party in accordance with the decision of a Majority of Buyers; provided, however, that if such an Event of Default is a Non-General Event of Default, it shall be within the sole discretion of such Buyer whether to declare or refrain from declaring such acceleration if and only if such Buyer is a Buyer or group of Buyers comprising Instructing Buyers. (d) Each Buyer will give notice or refrain from the giving notice of a Material Affiliate Event under Section 5.3(a) of the Certificate, and will exercise or refrain from exercising, “Special Voting Rights” its Excess Purchaser Securities (as defined in the Certificate) following a Material Affiliate Event under the Certificate in accordance with the decision of a Majority of Buyers; provided, however, that, in the case of Special Voting Rights arising from, or existing during the continuance of, a Material Affiliate Event described in clause (i) (with respect to Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.8 (with respect to the second sentence thereof only), 2.9, 2.10, 2.11, 2.13, 2.14, 2.15(b) and 2.16 of the Ancillary Anschutz Shareholders Agreement), (ii), (iii), (iv) (other than with respect to Sections 3.3 and 3.5 of the Ancillary Agreement), (v), (vi), (x)(b), (xi) (with respect to any Non-General Event of Default in respect of such Buyer), (xii) or (xiii) of the definition of such term in the Certificate, if Instructing Buyers shall elect in their sole discretion to exercise Special Voting Rights, then the other Buyers shall exercise Special Voting Rights and their rights under Sections 5.6 and 5.7 of the Certificate as reasonably directed by such Instructing Buyers solely in order to bring about the prompt redemption of the Purchased Securities held by such Instructing Buyers. (e) No Buyer shall consent to effectuate or validate any of the actions set forth in Section 5.4 of the Certificate unless each Instructing Buyer directs that such consent shall be given, with each such Instructing Buyer having sole discretion to give or withhold such direction provided, however, that each Buyer will consent to effecting or validating any action or decision specified in Section 5.4(g) or 5.4(k) of the Certificate if and only if the Majority of Buyers shall have agreed to give such consent.

Voting Restrictions. (a) Subject In connection with each vote or written consent of the holders of Common Stock, JEDI and its Affiliates shall vote, or consent with respect to, and cause each of its Affiliates and each Group of which it is a member, to Section 4(b)vote or consent with respect to, all Excess JEDI Shares in respect of the Buyers will each matters subject to such vote or consent to in the same proportion that all other Equity Securities of the Company (other than Equity Securities of the Company owned by JEDI, Anschutz, any amendment or waiver of their respective Transaction Documents if and only if Affiliates or any Group of which any such entity is a Majority member) are voted or with respect to which such consent is given by holders of Buyers shall have agreed such Equity Securities with respect to identical amendments or waivers to their respective Transaction Documentssuch matter; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing, each Buyer shall have sole discretion to grant of JEDI, its Affiliates and such Groups at all times may vote, or withhold the waiver of any Non-General Default or Non-General Event of Default and to exercise remedies consent with respect thereto in accordance to, Excess Purchaser Securities (1) for the election of the JEDI Designee, (2) as JEDI, such Affiliate or such Group shall determine with the Repo Agreement respect to each Section 16(b) Matter with respect to which it (A) any of JEDI and its Affiliates and the respective Groups in which any of them may be members will have or may, directly or indirectly, have Section 16(b) Liability and (B) there shall not have been entered, as of the date such vote or consent shall be required to be given, a final judgment to the effect that JEDI and its Affiliates and the respective Groups in which any of them may be members do not and will not, directly or indirectly, have any Section 16(b) Liability, which judgment shall not be subject to appeal and is partyRES JUDICATA as to all matters that may give rise to Section 16(b) Liability in connection therewith, and (3) as otherwise approved by the Board of Directors of the Company, including a majority of Independent Directors, with respect to the matter subject to such vote or consent. (b) Notwithstanding Section 4(a), no Buyer shall be required to enter into or consent to any amendment or waiver of any term of anything contained in this Agreement. Notwithstanding Section 4(a), no Buyer JEDI and its Affiliates and the respective Groups in which any of them may be members shall not be required to enter into restricted in any amendment manner whatsoever from voting, or waiver consenting with respect to, Equity Securities of the Company owned by any Transaction Document of them that would have the effect of: (i) reducing the Price Differential, the Repurchase Price of any Purchased Securities or the amount of any fees or indemnification under any Transaction Document payable in respect of any Transaction to which such Buyer is party or extending the time for payment of any such amounts; (ii) making any payment under the Repo Agreement to which such Buyer is party payable in money other than that stated in such agreement; or (iii) impairing the right of any Buyer to receive payment of Repurchase Price of and Price Differential on any Transaction to which such Buyer is party on or fees or indemnification thereunder on the due dates therefor or to institute a suit for the enforcement of any overdue payment on or are not Excess JEDI Shares with respect to the Transaction matter subject to which such Buyer is party. (c) Each Buyer will each declare vote or refrain from declaring the acceleration of the Repurchase Date following an Event of Default of the Seller under the Repo Agreement to which such Buyer is party in accordance with the decision of a Majority of Buyers; provided, however, that if such an Event of Default is a Non-General Event of Default, it shall be within the sole discretion of such Buyer whether to declare or refrain from declaring such acceleration if and only if such Buyer is a Buyer or group of Buyers comprising Instructing Buyers. (d) Each Buyer will give notice or refrain from the giving notice of a Material Affiliate Event under Section 5.3(a) of the Certificate, and will exercise or refrain from exercising, “Special Voting Rights” (as defined in the Certificate) following a Material Affiliate Event under the Certificate in accordance with the decision of a Majority of Buyers; provided, however, that, in the case of Special Voting Rights arising from, or existing during the continuance of, a Material Affiliate Event described in clause (i) (with respect to Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.8 (with respect to the second sentence thereof only), 2.9, 2.10, 2.11, 2.13, 2.14, 2.15(b) and 2.16 of the Ancillary Agreement), (ii), (iii), (iv) (other than with respect to Sections 3.3 and 3.5 of the Ancillary Agreement), (v), (vi), (x)(b), (xi) (with respect to any Non-General Event of Default in respect of such Buyer), (xii) or (xiii) of the definition of such term in the Certificate, if Instructing Buyers shall elect in their sole discretion to exercise Special Voting Rights, then the other Buyers shall exercise Special Voting Rights and their rights under Sections 5.6 and 5.7 of the Certificate as reasonably directed by such Instructing Buyers solely in order to bring about the prompt redemption of the Purchased Securities held by such Instructing Buyers. (e) No Buyer shall consent to effectuate or validate any of the actions set forth in Section 5.4 of the Certificate unless each Instructing Buyer directs that such consent shall be given, with each such Instructing Buyer having sole discretion to give or withhold such direction provided, however, that each Buyer will consent to effecting or validating any action or decision specified in Section 5.4(g) or 5.4(k) of the Certificate if and only if the Majority of Buyers shall have agreed to give such consent.