Additional Voting Rights. Investor Partners shall be entitled to all voting rights granted to them by and under this Agreement and as specified by the Act. Each Unit is entitled to one vote on all matters; each fractional Unit is entitled to that fraction of one vote equal to the fractional interest in the Unit. Except as otherwise provided herein or in the Prospectus, at any meeting of Investor Partners, a vote of a majority in interest of Units represented at such meeting, in person or by proxy, with respect to matters considered at the meeting at which a quorum is present shall be required for approval of any such matters. In addition, except as otherwise provided in this Section and in Section 5.07(m), holders of a majority in interest of the then outstanding Units may, without the concurrence of the Managing General Partner, vote to (a) approve or disapprove the sale of all or substantially all of the assets of the Partnership, (b) dissolve the Partnership, (c) remove the Managing General Partner and elect a new managing general partner, (d) amend the Agreement; but any such amendment may not increase the duties or liabilities of any Investor Partner or the Managing General Partner or increase or decrease the profit or loss sharing or required capital contribution of any Investor Partner or the Managing General Partner without the approval of such Investor Partner or Managing General Partner; and any such amendment may not affect the classification of the Partnership's income or loss for federal income tax purposes without the unanimous approval of all Investor Partners, (e) elect a new managing general partner if the managing general partner elects to withdraw from the Partnership, and (f) cancel any contract for services with the Managing General Partner or any Affiliates without penalty upon sixty days' notice. The Partnership shall not participate in a Roll-Up unless the Roll-Up is approved by at least 66 2/3% in interest of the Investor Partners. A majority in interest of the then outstanding Units entitled to vote shall constitute a quorum. In determining the requisite percentage in interest of Units necessary to approve a matter on which the Managing General Partner and its Affiliates may not vote or consent, any Units owned by the Managing General Partner and its Affiliates shall not be included. With respect to the merger or consolidation of the Partnership or the sale of all or substantially all of the assets of the Partnership, Investor Partners shall have the right...
Additional Voting Rights. While any Series A Preferred Shares remain Outstanding, the Company will not, without the affirmative vote or consent of holders of at least 662/3% in voting power of the Series A Preferred Shares and all Other Voting Preferred Shares, acting as a single class, (i) authorize, create or issue any Senior Securities or reclassify any authorized Capital Stock into any Senior Securities or issue any obligation or security convertible into or evidencing the right to purchase any Senior Securities or (ii) amend, alter or repeal any provision of the Operating Agreement (including this Series A Preferred Share Designation), including by merger, consolidation or otherwise, so as to adversely affect the powers, preferences or special rights of the Series A Preferred Shares; provided that in the case of the foregoing clause (ii), if such amendment affects materially and adversely the rights, designations, preferences, powers and duties of one or more but not all of the classes or series of the Other Voting Preferred Shares (including the Series A Preferred Shares for this purpose), only the consent of the holders of at least 662/3% in voting power of the Outstanding shares of the classes or series so affected, voting as a class, shall be required in lieu of (or, if such consent shall be required by law, in addition to) the consent of the holders of 662/3% of the Other Voting Preferred Shares (including the Series A Preferred Shares for this purpose) as a class. Any such vote of the Series A Holders shall be called and held in accordance with Section 9.1 of the Operating Agreement, applying procedures consistent with Article XI of the Operating Agreement as if references to (A) Members and Common Members and (B) Outstanding Voting Shares were, solely with respect to such matters to be voted on by the Series A Holders, references to Series A Holders and to Series A Preferred Shares, mutatis mutandis.
Additional Voting Rights. (a) If (i) Distributions on the Preferred Securities are in arrears and unpaid for six or more quarters (whether or not consecutive); (ii) the Depositor fails to pay all amounts due on the Debentures upon Maturity (as defined in the Indenture); or (iii) the Depositor fails, pursuant to Section 4.5(b), to redeem all of the Preferred Securities which the Holders thereof elect to tender pursuant to a Change of Control Offer, then the number of directors constituting the Board of Directors will be increased by two, the Holders of the then Outstanding Preferred Securities, voting separately and as a class, shall have the right and power to designate such two additional directors, and the Depositor shall cause such two additional directors to be elected to the Board of Directors. Each such event described in clause (i), (ii) or (iii) is a "VOTING RIGHTS TRIGGERING EVENT." A Voting Rights Triggering Event shall not be deemed to have occurred if at the time of such event there are less than 300,000 Preferred Securities then Outstanding.
(b) The voting rights set forth in Section 6.2(a) will continue until such time as (x) in the case of a default in the payment of Distributions, all Distributions in arrears on the Preferred Securities are paid in full in cash, (y) in all other cases, any failure, breach or default giving rise to such Voting Rights Triggering Event is remedied or waived by the Holders of a majority of the Preferred Securities then Outstanding or (z) at any time there are fewer than 300,000 Preferred Securities Outstanding, at which time the term of any directors elected pursuant to the provisions of Section 6.2(a) shall terminate and the number of directors constituting the Board of Directors shall be decreased by two (until the occurrence of any subsequent Voting Rights Triggering Event).
(c) Any vacancy occurring in the office of a director designated by the Holders of Preferred Securities may be filled by the remaining director designated by the Holders of Preferred Securities unless and until the Holders of Preferred Securities shall designate a director to fill such vacancy, which director the Depositor shall cause to be elected to the Board of Directors.
Additional Voting Rights. 36 Section 6.3.
Additional Voting Rights. General Partner and its Affiliates may not vote or consent, any Units owned by the Managing General Partner and its Affiliates shall not be included. With respect to the merger or consolidation of the Partnership or the sale of all or substantially all of the assets of the Partnership, Investor Partners shall have the right to exercise dissenter's rights in accordance with Section 31-1-123 of the West Virginia Corporation Law.
Additional Voting Rights. (i) So long as there are at least 100,000 shares of Series B Preferred Stock then outstanding (subject to adjustment after the date hereof for stock splits, combinations, etc.), upon the occurrence of an Event of Default, the holders of the Series B Preferred Stock shall be entitled to elect (as provided below) a number of directors to the Board of Directors of the Corporation equal to the number obtained by (x) multiplying the (A) a fraction, the numerator of which is the number of shares of Common Stock obtainable upon conversion of all of the shares of Series B Preferred Stock then outstanding and the denominator of which is the total number of shares of Common Stock (on a fully-diluted basis) then outstanding, by (B) the number of directors on the Board of Directors of the Corporation and then (y) rounding such number down to the nearest whole number (except for any number below the number 1, such number shall be rounded upwards to 1 and not downward to zero). The size of the Board of Directors of the Corporation shall be increased by such number as may be necessary to allow for directors elected by the holders of the Series B Preferred Stock. During the period (hereinafter in this Section 3(c) called the "Class Voting Period") commencing upon the occurrence of such Event of Default and ending at such time upon which no Event of Default shall continue, the holders of at least fifty-one percent (51%) of the then outstanding shares of Series B Preferred Stock, by the affirmative vote in person or by proxy at a special meeting of stockholders called for such purpose (or at any adjournment thereof) by holders of at least 25% of the then outstanding shares of Series B Preferred Stock or at any annual meeting of stockholders, or by written consent delivered to the Secretary of the Corporation, with the holders of such Series b Preferred Stock voting as a class and with each such share of Series B Preferred Stock having one vote, shall be entitled, as a class, to the exclusion of the holders of all other classes or series of capital stock of the Corporation, to elect such directors.
(ii) At any time when such voting right under this Section 3(c) shall have vested in the holders of shares of Series B Preferred Stock entitled to vote thereon, and if such right shall not already have been initially exercised, an officer of the Corporation shall, upon the written request of at least 25% of the holders of record of shares of the Series B Preferred Stock then outst...
Additional Voting Rights. 21 7.4.4 Confirmation of Entitlement . . . . . . . . . . . . . . . . . 22 Section 8. Concession Contract . . . . . . . . . . . . . . . . . 22 Section 9. Assumption of Obligations, etc. . . . . . . . . . . . 23
Additional Voting Rights. In addition, the Shareholders agree that the following actions may not be taken unless approved in advance in writing by Geraxx:
(i) the incurrence of any indebtedness (or other obligation) with recourse to Geraxx (xx any of its affiliates);
(ii) any material change or modification to the Business Plan (as provided in Section 2.6);
(iii) any Public Offering (as provided in Section 6.1); or
(iv) except as expressly contemplated by the Business Plan and/or by Section 2.4.3, any agreement or material transaction between the Company and a Shareholder or a member of the Board of Directors or the Supervisory Board, or any person or entity that is an affiliate of such Shareholder or such member, that is either (i) outside the ordinary course of business or (ii) on terms less favorable than could be obtained from a nonaffiliated third party.
Additional Voting Rights. The definitive documentation relating to the Transactions shall provide that for so long as Cypress and/or TPG shall have the right to designate directors on the board of directors of Genesis, Genesis shall not, without the consent of the at least two of such directors:
(i) modify the terms of Genesis's Series G Cumulative Convertible Preferred Stock; or
(ii) enter into any transaction or series of transactions which would constitute a change in control, as such phrase is defined for purposes of Genesis's senior subordinated indebtedness, or engage in any "going private" transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934.
Additional Voting Rights. The holders of shares of Series E Preferred Stock, voting together as a single class, shall have the additional voting and consent rights set forth in Section of this.
