Special Vote. The Chairman of the Board of Directors or the Director General of the Corporation shall promptly call a special meeting of the Executive Committee or of the Board of Directors to be held within 15 days following receipt of the written notice of any Opportunity offered by a Shareholder pursuant to Section 5.3. At such meeting, the Executive Committee or the Board of Directors, acting pursuant to a Special Vote (as hereinafter defined), shall determine whether the Corporation wishes to pursue such Opportunity (in whole or in part or not at all) and shall give written notice of such determination to such Shareholder. If the Corporation gives notice that it does not wish to pursue such Opportunity or accept such offer, if it gives no notice within the 15-day period following receipt of the written notice of any Opportunity, or if it gives notice of intention to pursue the Opportunity or accept such offer but then fails to do so within a reasonable period of time, then the Shareholder may engage in the Telecommunications Business described in its notice without regard to the terms of Section 5.3. A "Special Vote" means (a) the affirmative vote of a majority of the total Series V Directors and the Vodafone Series A Director, if any, in the case of Opportunities brought by the Verizon Shareholder Group or an Affiliate thereof, or (b) the affirmative vote of a majority of the Series A Directors (excluding the Vodafone Series A Director, if any) in the case of Opportunities brought by the Vodafone Shareholder Group; for purposes of this Section, a Special Vote may occur at a meeting of the Board of Directors that does not meet the quorum requirements if such quorum requirements are not met due to the absence of (i) any Series A Director in the case of Opportunities brought by the Verizon Shareholder Group or an Affiliate thereof or (ii) any Series V Director and/or the Vodafone Series A Director, if any, in the case of Opportunities brought by the Vodafone Shareholder Group or an Affiliate thereof.

Special Vote. The Chairman of the Board of Directors, the Vice Chairman of the Board of Directors or the Executive Committee shall promptly call a special meeting of the Board of Directors to be held within 15 days following written notice of any Opportunity offered by a Shareholder pursuant to Section 5.3 or any offer pursuant to Section 5.4(a) or (b). At such meeting, the Board of Directors, acting pursuant to a Special Vote (as hereinafter defined), shall determine whether the Corporation wishes to pursue such Opportunity (in whole or in part or not at all) and shall give written notice of such determination to such Shareholder. If the Corporation gives notice that it does not wish to pursue such Opportunity or accept such offer, if it gives no notice within the 15-day period following written notice of any Opportunity, or if it gives notice of intention to pursue the Opportunity or accept such offer but then fails to do so within a reasonable period of time, then the Shareholder may engage in the Telecommunications Business described in its notice without regard to the terms of Section 5.3. A "Special Vote" means (a) an affirmative vote of the majority of the Series A Directors and the Series D Directors (not including the two (2) Series A Directors nominated by the BEL Shareholder Group in accordance

Special Vote. Folgende Beschlüsse müssen von Gesetzes wegen mindestens zwei Drittel der vertretenen Stimmen und die absolute Mehrheit der vertretenen Aktiennennwerte auf sich vereinigen: The following resolutions require by law two thirds of the votes represented and the absolute majority of the nominal value of the Shares represented in favor:

Special Vote. 1 Ein Beschluss der Generalversammlung, der mindestens zwei Drittel der an der Generalversammlung vertretenen Aktien sowie die absolute Mehrheit des vertretenen Aktiennennwertes, auf sich vereinigt, ist erforderlich für: 1 The approval of at least two-thirds of the Shares represented at a General Meeting of Shareholders and the absolute majority of the par value of such Shares, shall be required for resolutions with respect to:

Special Vote. 1 The approval of at least two-thirds of the votes and the absolute majority of the par value of Shares, each as represented at a General Meeting of Shareholders, shall be required for resolutions with respect to: (a) The amendment or modification of the purpose of the Company as described in Article 2 of these Articles of Association; (b) the creation and the cancelation of shares with privileged voting rights; (c) the restriction on the transferability of Shares and the cancelation of such restriction; (d) the restriction on the exercise of the right to vote and the cancelation of such restriction;

Special Vote. The approval of the holders of at least a majority of the Company’s Senior Preferred, Junior Preferred and Common Stock voting together as a single class on an as-converted basis shall be required in order to purchase or redeem (or permit any subsidiary to purchase or redeem) any shares of capital stock of the Corporation other than (i) redemptions of the Preferred Stock as expressly authorized herein and (ii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service pursuant to the agreements approved by the Board of Directors.

Related to Special Vote

Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.
Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).
Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.
Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.
Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.
Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.
Action by Vote When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust.
Capitalization; Voting Rights (i) The authorized capital stock of the Parent, as of the date hereof consists 1,010,502,000 of which 1,000,000,000 are shares of Common Stock, par value $0.001 per share, 99,776,704 shares of which of which are issued and outstanding and 10,502,000 are shares of preferred stock, par value $0.001 per share of which 378,061 shares of Series A preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of each Company is set forth on Schedule 12(c). (ii) Except as disclosed on Schedule 12(c), other than: (i) the shares reserved for issuance under the Parent's stock option plans; and (ii) shares which may be issued pursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements of any kind for the purchase or acquisition from the Parent of any of its securities. Except as disclosed on Schedule 12(c), neither the offer or issuance of any of the Note, the Options or the Warrants, or the issuance of any of the Note Shares, the Option Shares or the Warrant Shares, nor the consummation of any transaction contemplated hereby will result in a change in the price or number of any securities of the Parent outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities. (iii) All issued and outstanding shares of the Parent's Common Stock: (i) have been duly authorized and validly issued and are fully paid and nonassessable; and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. (iv) The rights, preferences, privileges and restrictions of the shares of the Common Stock are as stated in the Parent's Certificate of Incorporation (the "Charter"). The Note Shares, the Option Shares and the Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Parent's Charter, the Securities will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Securities may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.
Church Conference Vote At least two-thirds (2/3) of the professing members present at a church conference of the Local Church must vote to disaffiliate from The United Methodist Church “for reasons of conscience regarding a change in the requirements and provisions of the Book of Discipline related to the practice of homosexuality or the ordination or marriage of self-avowed practicing homosexuals as resolved and adopted by the 2019 General Conference, or the actions or inactions of its annual conference related to these issues which follow.” Local Church shall provide documentation, to the satisfaction of Annual Conference, which evidences the result of the disaffiliation vote taken at the church conference. Such documentation must be certified by an authorized officer of Local Church and shall be included as an Exhibit A to this Disaffiliation Agreement.
Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

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