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. 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. In addition to, and not in limitation of, the provisions of Section 9.A above (and notwithstanding anything appearing to be contrary in the Partnership Agreement), the General Partner and/or the Partnership shall not, without the affirmative consent of a majority of the then outstanding LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of LTIP Units will be required if and to the extent that any such alteration, change, modification or amendment would similarly alter, change, modify or amend the rights, powers or privileges of the Common Units; (ii) with respect to the occurrence of any Transaction (as defined in Section 7.F of this Exhibit T), so long as the LTIP Units either (x) are all converted into Common Units immediately prior to the effectiveness of the Transaction, (y) remain outstanding with the terms thereof materially unchanged or (z) if the Partnership is not the surviving entity in such Transaction, 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 and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Common Units or such other securities into which the LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the LTIP Units, provided further, that if some, but not all, of the LTIP Units are converted into Common Units immediately prior to the effectiveness of the transaction (and neither clause (y) or (z) above is applicable), then the consent required pursuant to this Section 9.B will be the consent of the holders of a majority of the LTIP Units to be outstanding following such conversion; (iii) any creation or issuance of any Common Units or of any class of series of common or preferred units of the Partnership (whether ranking junior to, on a parity with or senior to the LTIP Units with respect...
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. 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. 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. 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. 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. In addition to any requirements that may from time to time be imposed under the Company's Certificate of Incorporation or Bylaws or under applicable law, each of the following actions shall require special approval as set forth below:
