Common use of Incorporation of Certain Provisions from the Articles Clause in Contracts

Incorporation of Certain Provisions from the Articles. (a) The following provisions of the Company’s Articles shall be incorporated by reference into this Agreement and shall be enforceable as if such provisions were part of this Agreement. (i) Article 6 (Issue of Shares); (ii) Article 18 (Variation of Rights of Shares); (iii) Articles 19-24 (Conversion of Preferred Shares); (iv) Articles 25-31 (Adjustments to Conversion Prices); (v) Articles 39-40 (General Meetings of Members); (vi) Article 41 (Notice of General Meetings of Members); (vii) Articles 42-50 (Proceedings at General Meetings of Members); (viii) Articles 51-58 (Votes of Members); (ix) Articles 59-61 (Record Dates); (x) Articles 62-66 (Proxies); (xi) Articles 68-75 (Directors; Alternate Directors; Proxies); (xii) Articles 76-80 (Powers and Duties of Directors); (xiii) Article 81 (Protective Provisions); (xiv) Article 82 (Management and Committees of the Board of Directors); (xv) Articles 83-92 (Proceedings of Board of Directors); (xvi) Article 93 (Appointment and Removal of Directors); (xvii) Articles 94-98 (Director Resignation, Removals and Vacancies); (xviii) Article 101 (Redemption and Repurchase); (xix) Articles 102-103 (Redemption of Preferred Shares); (xx) Articles 104-111 (Dividends); (xxi) Articles 124-126 (Winding Up); and (xxii) Article 127 (Indemnity). (b) Notwithstanding anything to the contrary in this Agreement, (i) any amendment or waiver of any of the foregoing provisions of the Articles may be effected in accordance with the terms of the Articles and applicable laws without regard to any terms of this Agreement (including without limitation the amendment or waiver provisions of this Agreement), (ii) no amendment or waiver of any provision of the Articles shall result in an amendment or waiver of any provision of this Agreement unless the amendment or waiver provisions of this Agreement have also been satisfied with respect thereto and (iii) no amendment or waiver of any provision of this Agreement (including without limitation this Section 2.4) shall be deemed to effect an amendment or waiver of any provision of the Articles. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Articles, the parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extent possible.

Incorporation of Certain Provisions from the Articles. (a) The following provisions of the Company’s Articles shall be incorporated by reference into this Agreement and shall be enforceable as if such provisions were part of this Agreement. (i) Article 6 (Issue of Shares); (ii) Article 18 11 (Variation of Rights of Shares); (iiiii) Articles 19-24 12 – 17 (Conversion of Preferred Shares); (iviii) Articles 25-31 18 – 23 (Adjustments to Conversion Prices); (iv) Articles 30 – 31 (General Meeting); (v) Articles 39-40 Article 32 (Notice of General Meetings of MembersMeetings); (vi) Article Articles 33 – 41 (Notice of Proceedings at General Meetings of MembersMeetings);; and (vii) Articles 42-50 59 – 66 (Proceedings at General Meetings of MembersDirectors; Proxies); (viii) Articles 51-58 (Votes of Members); (ix) Articles 59-61 (Record Dates); (x) Articles 62-66 (Proxies); (xi) Articles 68-75 (Directors; Alternate Directors; Proxies); (xii) Articles 76-80 67 – 71 (Powers and Duties of Directors); (xiiiix) Article 81 72 (Protective Provisions); (xiv) Article 82 (Management and Committees of the Board of Directors); (xvx) Articles 83-92 74 – 83 (Proceedings of Board of Directors); (xvixi) Article 93 84 (Appointment and Removal of Directors); (xviixii) Articles 94-98 85 – 89 (Director Resignation, Removals and Vacancies); (xviii) Article 101 (Redemption and Repurchase); (xixxiii) Articles 102-103 (Redemption of Preferred Shares); (xx) Articles 104-111 93 – 100 (Dividends); (xxixiv) Articles 124113-126 115 (Winding Up); and (xxiixv) Article 127 116 (Indemnity). (b) Notwithstanding anything to the contrary in this Agreement, (i) any amendment or waiver of any of the foregoing provisions of the Articles may be effected in accordance with the terms of the Articles and applicable laws law without regard to any terms of this Agreement (including without limitation the amendment or waiver provisions of this Agreement), (ii) no amendment or waiver of any provision of the Articles shall result in an amendment or waiver of any provision of this Agreement unless (except that in the case of an amendment or waiver of any of the foregoing provisions of the Articles, such provisions (as amended or waived) shall automatically be incorporated by reference herein as so amended or waived without the necessity of any further action or approval of the parties to this Agreement have also been satisfied with respect thereto Agreement) and (iii) no amendment or waiver of any provision of this Agreement (including without limitation this Section 2.41.5) shall be deemed to effect an amendment or waiver of any provision of the Articles. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Articles, the parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extent possible.