Common use of RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION Clause in Contracts

RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. B6.1 The Corporation shall not take any corporate action or amend this Certificate of Designation (except to reduce the number of shares designated as Series B Junior Preferred Stock to the number of such shares which are then issued and outstanding) without the approval by majority vote or written consent of the holders of outstanding shares of Series B Junior Preferred Stock, voting as a single class, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series B Junior Preferred Stock without similarly changing the rights, preferences, privileges of or limitations on all other classes or series of Parity Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend this Certificate of Designation or take any other corporate action without the approval of the holders of outstanding shares of Series B Junior Preferred Stock if such amendment or corporate action would: (a) authorize, create or issue, or obligate the Corporation to authorize, create or issue, additional shares of Series B Junior Preferred Stock; or (b) reduce the amount payable to the holders of Series B Junior Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (c) adversely affect the liquidation preferences, dividend rights or voting rights of the holders of Series B Junior Preferred Stock; or (d) cancel or modify the conversion rights of the holders of Series B Junior Preferred Stock provided for in Section B5 herein. B6.2 The Corporation shall not take any corporate action or amend its Certificate of Incorporation without the approval by majority vote or written consent of the holders of

RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. B6.1 C6.1 The Corporation shall not take any corporate action or amend this Certificate of Designation (except to reduce the number of shares designated as Series B Junior C Preferred Stock to the number of such shares which are then issued and outstanding) without the approval by majority vote or written consent of the holders of outstanding shares of Series B Junior C Preferred Stock, voting as a single class, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series B Junior C Preferred Stock without similarly changing the rights, preferences, privileges of or limitations on all other classes or series of Parity Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend this Certificate of Designation or take any other corporate action without the approval of the holders of outstanding shares of Series B Junior C Preferred Stock if such amendment or corporate action would: (a) authorize, create or issue, or obligate the Corporation to authorize, create or issue, additional shares of Series B Junior C Preferred Stock; or (b) reduce the amount payable to the holders of Series B Junior C Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (c) adversely affect the liquidation preferences, dividend rights or voting rights of the holders of Series B Junior Preferred Stock; or (d) cancel or modify the conversion rights of the holders of Series B Junior Preferred Stock provided for in Section B5 herein. B6.2 The Corporation shall not take any corporate action or amend its Certificate of Incorporation without the approval by majority vote or written consent of the holders of

RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. B6.1 The Corporation shall not take any corporate action or amend this Second Restated Certificate of Designation (except to reduce the number of shares designated as Series B Junior Preferred Stock to the number of such shares which are then issued and outstanding) Incorporation without the approval by majority vote or written consent of the holders of at least a majority of the then outstanding shares of Series B Junior A Preferred Stock, voting as a single class, each share of Series A Preferred Stock to be entitled to one vote in each instance, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series B Junior A Preferred Stock without similarly changing the rights, preferences, privileges of or limitations on all other classes or series of Parity Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend this Second Restated Certificate of Designation Incorporation or take any other corporate action without the approval of by the holders of at least a majority of the then outstanding shares of Series B Junior A Preferred Stock Stock, voting as a single class, if such amendment or corporate action would: (a) cause or authorize the Corporation to redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose), any share or shares of equity securities of the Corporation other than as provided for in Section 2 hereof; or (b) authorize, create or issue, or obligate the Corporation to authorize, create or issue, additional shares of Series B Junior A Preferred StockStock or of any class of stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation preferences, dividend rights or redemption rights; or (bc) reduce the amount payable to the holders of Series B Junior A Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (cd) adversely affect the liquidation preferences, dividend rights or voting rights of the holders of Series B Junior A Preferred Stock; or (de) cancel provide for the voluntary liquidation, dissolution, recapitalization, reorganization or modify the conversion rights winding up of the holders Corporation; or (f) authorize, approve or cause any merger, consolidation, sale of Series B Junior Preferred Stock provided for in Section B5 herein. B6.2 The Corporation shall not take any corporate action all or amend its Certificate of Incorporation without the approval by majority vote or written consent substantially all of the holders ofassets of the Corporation, corporate reorganization, recapitalization or other business combinations which could be deemed to be a liquidation, dissolution or winding up of the Corporation pursuant to Section 3.2 hereof.

RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION. B6.1 The Corporation shall not take any corporate action or amend this Second Restated Certificate of Designation (except to reduce the number of shares designated as Series B Junior Preferred Stock to the number of such shares which are then issued and outstanding) Incorporation without the approval by majority vote or written consent of the holders of at least a majority of the then outstanding shares of Series B Junior Preferred Stock, voting as a single class, each share of Series B Preferred Stock to be entitled to one vote in each instance, if such corporate action or amendment would change any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Series B Junior Preferred Stock without similarly changing the rights, preferences, privileges of or limitations on all other classes or series of Parity Stock. Without limiting the generality of the preceding sentence, the Corporation will not amend this Second Restated Certificate of Designation Incorporation or take any other corporate action without the approval of by the holders of at least a majority of the then outstanding shares of Series B Junior Preferred Stock Stock, voting as a single class, if such amendment or corporate action would: (a) cause or authorize the Corporation to redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose), any share or shares of equity securities of the Corporation other than as provided for in Section 2 hereof; or (b) authorize, create or issue, or obligate the Corporation to authorize, create or issue, additional shares of Series B Junior Preferred StockStock or of any class of stock ranking senior to or on a parity with the Series B Preferred Stock with respect to liquidation preferences, dividend rights or redemption rights; or (bc) reduce the amount payable to the holders of Series B Junior Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or (cd) adversely affect the liquidation preferences, dividend rights or voting rights of the holders of Series B Junior Preferred Stock; or (de) cancel or modify the conversion rights of the holders of Series B Junior Preferred Stock provided for in Section B5 5 herein. B6.2 The Corporation shall not take any corporate action or amend its Certificate of Incorporation without the approval by majority vote or written consent of the holders of