Special Voting Provisions. (w) Until the earlier of (a) the settlement date of the first Underwritten Public Offering after the date hereof and (b) the issuance of the Contingent LLC Units, action to approve any of the following events shall require the approval of at least 75% of the Directors then in office:
Special Voting Provisions. So long as any Owner is ------------------------- domiciled in the State of Florida, such Owner's Residual Interest Certificate shall not be counted in any vote of the Owners.
Special Voting Provisions. (a) Solely for purposes of determining whether each Lender has consented to the amendments set forth in Exhibit G to the Credit Agreement (which may be updated with the consent of the Borrowers and the Administrative Agent without the consent of any Lender to make any change that is not less favorable to the Tranche A Term Loan Lenders in any material respect so long as such changes are provided to Lenders for review for a period of not less than three Business Days (or, such longer period as may be requested by any Tranche A Term Loan Lender if such Lender in good faith determines that it requires additional time to consider such changes) and no Tranche A Term Loan Lender notifies the Administrative Agent in writing prior to 5:00 p.m. New York time prior to the end of such three Business Day period that such Lender has determined that any such additional changes to Exhibit G are adverse to such Lender in a manner such Lender deems to be material) (the “Exhibit G Amendments”), all Tranche A Term Loans shall be deemed to be held by Lenders that have consented to the Exhibit G Amendments.
Special Voting Provisions. Each Tranche F Term Loan Lender, solely in its capacity as a Tranche F Term Loan Lender, hereby agrees that with respect to any matter requiring the vote of Lenders pursuant to (x) any proposed amendment, restatement, waiver, consent, supplement or other modification of Section 8.10 of the Credit Agreement (other than Section 8.10(d)) (including any of the defined terms set forth therein to the extent affecting the calculation of the ratios set forth therein), other than any amendment, restatement, waiver, consent, supplement or other modification of Section 8.10(a) that would permit the Total Leverage Ratio to exceed 6.0 to 1.0, or (y) the exercise of any remedy under the last paragraph of Section 9.01 of the Credit Agreement arising from an Event of Default under Section 8.10 of the Credit Agreement (other than Section 8.10(d)), other than to the extent that such Event of Default arises from a failure to satisfy a maximum Leverage Ratio of 6.0 to 1.0, the Tranche F Term Loans held by such Tranche F Term Loan Lender shall automatically, and without further action on the part of such Lender, the Borrower or the Administrative Agent, be deemed to be voted, and each Tranche F Term Lender irrevocably instructs the Borrower and the Administrative Agent to treat as voted, in the same proportion as the allocation of voting with respect to such matter by other Lenders entitled to vote on such matter (other than in their capacity as Tranche F Term Loan Lenders) so long as such Tranche F Term Loan Lender is treated in connection with the exercise of such right or taking of such action on the same basis as, and in a manner no less favorable to such Tranche F Term Loan Lender, than the other Lenders.
Special Voting Provisions. The following actions shall require the approval of not less than two-thirds of the Directors: (i) the incurrence of debt over $100,000 in principal amount; (ii) the sale of any property of the Corporation with a fair market value over $100,000; (iii) the entry into any contract under which the Corporation will be obligated to make payments over $250,000 in any year; (iv) the amendment of the Articles or the Bylaws; and (v) the removal of any Director pursuant to Article IV, Section 12.
Special Voting Provisions. For purposes of any vote or direction to the Trustee under this Base Indenture (and not, for the avoidance of doubt, any vote or direction to the Trustee that relates to one or more Series of Notes but not all Series of Notes), including for the purposes of determining a vote of the Majority Indenture Investors, a Series Supplement may specify a method of voting the principal amount of any Notes of such Series for which the Trustee has not received responses from Noteholders of such Series, including designating a representative to vote or using a formula to vote the principal amount of such Notes; provided that, such voting provision will be inapplicable to all votes or directions (including for the purposes of determining a vote of the Majority Indenture Investors) if either (1) the Required Series Noteholders of any Series of Notes instructs the Trustee to disregard such method of voting for all Series of Notes Outstanding or (2) HVF III instructs the Trustee to disregard such method of voting for all Series of Notes Outstanding.
Special Voting Provisions. The director-designee of CIVC shall vote on any matter presented to the Company Board, except as otherwise set forth in this Agreement. With respect to any vote of the Company Board in which the number of votes to be cast by the directors (not including the vote of the CIVC director-designee) would be evenly divided, the Certificate of Incorporation will provide that CIVC’s director-designee will not be entitled to vote on such matter. In addition, with respect to any vote of the Company Board in which the number of votes to be cast in favor of the matter to be voted on would be 1 vote more or less than the number of votes to be cast against the matter to be voted on (in each case not including the vote of the CIVC director-designee), CIVC shall use its reasonable best efforts to cause its director-designee to vote in the same manner as the directors whose votes otherwise constitute a majority of the votes. CIVC agrees that reasonable best efforts shall include removing its director-designee and designating a new director-designee if its director-designee does not abstain or vote in accordance with the terms of this Agreement and the Certificate of Incorporation of the Company.
Special Voting Provisions. (i) The director-designee of CIVC shall vote on any matter presented to the Company Board, except as otherwise set forth in this Agreement. The Certificate of Incorporation will provide that CIVC’s director-designee will not be entitled to vote on a matter if (A) the number of votes to be cast with respect to such matter (not including the vote of CIVC’s director-designee and, if the matter relates to the election of officers of the Company, other than the Chief Executive Officer and the President, not including the vote of the Management Director) would be evenly divided, or (B) the number of votes to be cast in favor of such matter would be one or two votes more or less than the number of votes to be cast against the matter to be voted on (in each case not including the vote of CIVC’s director-designee and not including the vote of the Management Director if the matter relates to the election of officers of the Company, other than the Chief Executive Officer and the President); provided, however, that CIVC’s director-designee shall be entitled to vote on a matter where the number of votes to be cast in favor of such matter would be two votes more or less than the number of votes to be cast against the matter to be voted on if the matter does not relate to the election of officers of the Company or relates to the election of the Chief Executive Officer or the President of the Company or if the Management Director is not present at the meeting at which such vote is held. In addition, CIVC shall use its reasonable best efforts to cause its director-designee to abstain in accordance with the terms of this Agreement and the Certificate of Incorporation. CIVC agrees that reasonable best efforts shall include removing its director-designee and designating a new director-designee if its director-designee does not abstain in accordance with the terms of this Agreement and the Certificate of Incorporation of the Company.
Special Voting Provisions. The Company hereby covenants and agrees ------------------------- that it shall not take (and shall cause each of its Subsidiaries not to take) any of the following actions without the prior approval of the Required Holders:
Special Voting Provisions. (a) Each Stockholder agrees that, in ------------------------- the event that at any time there are less than two Special Directors who have not been elected by TCI or its Controlled Affiliates, it will use its reasonable best efforts to cause all of its Stockholder Designees on the Board of Directors not to vote for or execute a written consent approving the taking of any action by the Company with respect to (i) any matter identified in SECTION B(4) of Article V of the Charter as requiring a Supermajority Vote or (ii) following the IPO any Related Party Transaction, unless in each case, the taking of such action by the Company is approved by all Special Directors.
