Special Approval Rights. Holders of LTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of Delaware law, if any, and (b) have the limited voting rights expressly set forth in this Section 1.15. The General Partner and/or the Partnership shall not, without the affirmative vote of Holders of more than 50% of the then outstanding LTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such LTIP Units, subject to the following exceptions: (i) no separate consent of the Holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would, in a ratable and proportional manner, alter, change, modify or amend the rights, powers or privileges of the Series K Preferred Units; (ii) a merger, consolidation or other business combination or reorganization of the Partnership, the General Partner, the Public REIT or any of their Affiliates shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units so long as either: (w) the LTIP Units that are then eligible for conversion are converted into Series K Preferred Units immediately prior to the effectiveness of the transaction; or (x) the Holders of LTIP Units either will receive, or will have the right to elect to receive, for each LTIP Unit an amount of cash, securities, or other property equal to the amount of cash, securities or other property that would be paid in respect of such LTIP Unit had it been converted into a number of Series K Preferred Units (or fraction of a Series K Preferred Unit, as applicable under the terms of such LTIP Units) immediately prior to the transaction, but only if it was eligible to be so converted; (y) the LTIP Units remain outstanding with their terms materially unchanged; or (z) if the Partnership is not the surviving entity in such transaction, the LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the LTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senior to the LTIP Units in any respect), which eithe...
Special Approval Rights. So long as any 2011 OPP Units remain outstanding, the Operating Company shall not, without the affirmative vote of the Non-Managing Members who hold at least two-thirds of the 2011 OPP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of the LLC Agreement applicable to 2011 OPP Units so as to materially and adversely affect any right, privilege or voting power of the 2011 OPP Units or the Non-Managing Members who hold 2011 OPP Units as such, unless such amendment, alteration or repeal affects equally, ratably and proportionately the rights, privileges and powers of the holders of LTIP Units; but subject, in any case, to the following provisions:
Special Approval Rights. Holders of AOLTIP Units shall only (a) have those voting rights required from time to time by non-waivable provisions of applicable law, if any, and (b) have the additional voting rights that are expressly set forth in this Section 1.10(b). The General Partner and/or the Partnership shall not, without the affirmative vote of holders of more than 50% of the then outstanding AOLTIP Units affected thereby, given in person or by proxy, either in writing or at a meeting (voting separately as a class), take any action that would materially and adversely alter, change, modify or amend, whether by merger, consolidation or otherwise, the rights, powers or privileges of such AOLTIP Units, subject to the following exceptions: (i) no separate consent of the holders of AOLTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Common Units that applies on a substantially similar basis to all holders of Common Units; (ii) with respect to any merger, consolidation or other business combination or reorganization of the Partnership or Extraordinary Transaction, so long as either (x) there is an AOLTIP Forced Conversion of all outstanding AOLTIP Units in accordance with Section 1.8(c) of this Exhibit C or the holders of AOLTIP Units are treated in the same manner as if there was an AOLTIP Forced Conversion, (y) the AOLTIP Units remain outstanding with the terms thereof materially unchanged, or (z) if the Partnership is not the surviving entity in such transaction, the AOLTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the AOLTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for U.S. federal income tax purposes (and with the terms of the Common Units or such other securities into which the AOLTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), such merger, consolidation or other business combination or reorganization or Extraordinary Transaction shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the AOLTIP Units; (iii) any creation or issuance of Partnership Units (whether ranking junior to, on a parity with or senio...
Special Approval Rights. In addition to any other action requiring an Affirmative Board Vote, so long as the 399 Stockholders have the right to designate directors under Section 5.1(a), an Affirmative Board Vote shall be required prior to the Company or any of its Subsidiaries entering into a Significant Transaction.
Special Approval Rights. Following the Third Closing, for so long as either Investor maintains its Minimum Equity Holdings, the Company shall not (and shall not permit any of its Subsidiaries to) adopt a plan of complete or partial dissolution or liquidation of the Company (other than in connection with a merger, sale of substantially all of the Company’s assets or other business combination transaction) without the prior written approval of the holders of a majority of the Preferred Stock then outstanding (voting together as a single class).
Special Approval Rights. In addition to any other voting rights which Iridium Bermuda may have hereunder, under the Delaware Act or otherwise, during the Iridium Bermuda Special Rights Period, LLC shall not take any of the following actions, or permit any of the following actions or events to occur, without the consent of one of the Directors designated by Iridium Bermuda:
Special Approval Rights. Without derogating from the provisions of the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time), until the earlier of the closing of an IPO or a Deemed Winding Up (as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as amended), the Company shall not, without the approval of the Board of Directors, including the affirmative approval of at least two (2) of the Investor Directors, take any of the following actions:
(1) approve or make any material change to the annual budget or business plan of the Company;
(2) approve or incur, or permit any subsidiary to approve or incur, any expenditure or commitment not provided for in the Company’s, or such subsidiary’s, annual budget and operating plan in excess of US $500,000; or
(3) approve or incur or permit any subsidiary to approve or incur, any credit line, lease or other indebtedness with a bank or similar institution in excess of US $1,000,000, other than short term lines of credit established in the ordinary course of business.
Special Approval Rights. Notwithstanding anything to the contrary in Section 7.2, the matters identified on Exhibit J (the “Special Approval Matters”) will require the affirmative vote or other approval of at least one member of the Board who has been designated by the Investor pursuant to Section 7.1 and, if required by applicable Law, the Company Restated Bylaws or otherwise submitted to the Quotaholders for approval, the affirmative vote or other approval of the Investor (collectively, the “Special Approval Rights”). If any Special Approval Matter is approved by the Board pursuant to the Special Approval Rights of this Section 7.3, that Special Approval Matter will be deemed to also be approved by the Quotaholders pursuant to the Special Approval Rights of this Section 7.3, subject to applicable Law. If any Special Approval Matter is approved by the Quotaholders pursuant to the Special Approval Rights of this Section 7.3, that Special Approval Matter will be deemed to have received the approval of the Board pursuant to the Special Approval Rights of this Section 7.3, subject to applicable Law. The Company will not, and will cause its Subsidiaries to not engage in any Special Approval Matter, unless that Special Approval Matter has been approved with the Special Approval Rights.
Special Approval Rights. 25 5.5 Committees of the Board; Subsidiary Boards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 5.6 Observer's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 5.7 Action by Written Consent of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 5.8
Special Approval Rights. (a) The Company agrees that, between the First Closing and the earlier of (i) the Third Closing or (ii) the termination of this Agreement pursuant to Section 10, so long as either Investor maintains its Minimum Preferred Holdings the Company shall not (and shall not permit any of its Subsidiaries to) take or agree to take any of the following actions without the prior written approval of the holders of a majority of the Preferred Stock then outstanding (voting together as a single class) (which decisions shall not be unreasonably delayed):
(i) any issuance of equity securities of the Company senior to or pari passu with the Preferred Stock, except as the Board determines is necessary to obtain the Conditional Commitment or to consummate the DOE Financial Closing;
(ii) the undertaking of any new business inconsistent with the Strategic Plan;
(iii) any incurrence of Indebtedness by the Company or any of its Subsidiaries, except as permitted under the terms of the Credit Facility or a Transaction Document or as provided in the Strategic Plan, and excluding debt incurred effective upon, and for purposes of funding, the DOE Financial Closing;
(iv) any redemption by the Company of the Preferred Stock, except for any Permitted Redemption;
(v) any payment of Indebtedness (other than Indebtedness that can be reborrowed under the terms of the applicable credit facility, or any such payment made in order to consummate the DOE Financial Closing or a refinancing of the Credit Facility complying with clause (iii)) by the Company or any of its Subsidiaries prior to the stated maturity thereof; or
(vi) except as provided in the Strategic Plan, any (A) disposition of assets or business of the Company or any of its Subsidiaries, except as permitted under the terms of the Credit Facility, (B) acquisition, binding capital commitment, guarantee of third-party obligations or investment by the Company or any of its Subsidiaries, except as permitted under the terms of the Credit Facility, or (C) joint venture involving the Company or any of its Subsidiaries; or
(vii) Any liquidation or dissolution of the Company. For purposes of this Section 7.10, the exceptions based upon the Credit Facility shall apply whether or not such facility remains outstanding.
(b) An Investor will be deemed to maintain its “Minimum Preferred Holdings” for purposes of this Section 7.10 if such Investor continues to hold shares of Preferred Stock representing no less than 75% of the aggregate initial l...
