Common use of Special Voting Rights Clause in Contracts

Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the Investor Director: (i) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B Stock; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on parity with the Series B Stock or the Series C Stock; (iii) authorize or issue any additional Series B Stock or Series C Stock or any other stock having rights or preferences senior to or on parity with the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basis; (iv) merge or consolidate with or into any corporation; (v) sell all or substantially all the Company's assets in a single transaction or series of related transactions; (vi) liquidate or dissolve; (vii) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases), directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (viii) redeem or repurchase any outstanding shares of the Company's capital stock (other than Permitted Repurchases as defined in Article FOURTH, Section D.2(h) and Section E.2(h) of the Company's Restated Certificate of Incorporation); (ix) pay any bonuses to officers, directors or employees of the Company not contemplated in an operating budget approved by the Investor Director; (x) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant such stock options, stock appreciation rights or similar employee benefits convertible into up to 1,398,000 shares of common stock; (xi) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third party; (xii) incur indebtedness (other than trade payables) in excess of $50,000 in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of credit or similar credit facility, or (C) causing a letter of credit to be issued in the Company's name;

Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the Investor Director: (i) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B A Preferred Stock; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on parity with the Series B Stock or the Series C A Preferred Stock; (iii) authorize or issue any additional Series B Stock or Series C A Preferred Stock or any other stock having rights or preferences senior to or on parity with the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basisA Preferred Stock; (iv) merge or consolidate with or into any corporation; (v) sell all or substantially all the Company's assets in a single transaction or series of related transactions; (vi) liquidate or dissolve; (vii) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases), directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (viii) redeem or repurchase any outstanding shares of the Company's capital stock (other than Permitted Repurchases as defined in Article FOURTH, Section D.2(h) and Section E.2(h) of the Company's Restated Certificate of IncorporationRepurchases); (ix) adopt any annual operating or capital budget or approve any material modifications thereto; (x) pay any bonuses to officers, directors or employees of the Company not contemplated in an approved annual operating budget approved by the Investor Directorand budgets; (xxi) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant such stock options, stock appreciation rights or similar employee benefits convertible into up to 1,398,000 an aggregate of fifteen percent (15%) of the shares of common stockCommon Stock as of January 12, 2000, on a fully diluted basis; (xixii) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third partyentity; (xiixiii) incur indebtedness (other than trade payables) in excess of $50,000 1,000,000 in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of credit or similar credit facility, or (C) causing a letter of credit to be issued in the Company's name; (xiv) amend the Company's Bylaws to alter any rights of the Investor Director or the holders of the Series A Preferred Stock or to increase the size of the Board to more than five (5) directors; (xv) hire, retain or amend the compensation arrangements with new executive officers of the Company or modify or extend any existing arrangement with current executive officers of the Company; or (xvi) enter into a new line of business unrelated to its contemplated core business as of December 28, 1999.

Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the Investor DirectorDirectors: (i) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B A Preferred Stock; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on parity with the Series B Stock or the Series C A Preferred Stock; (iii) authorize or issue any additional Series B Stock or Series C Stock or any other stock having rights or preferences senior to or on parity with the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basiscapital stock; (iv) merge or consolidate with or into any corporation; (v) sell all or substantially all the Company's assets in a single transaction or series of related transactions; (vi) liquidate or dissolve; (vii) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases), directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (viii) redeem or repurchase any outstanding shares of the Company's capital stock (other than Permitted Repurchases as defined in Article FOURTH, Section D.2(h) and Section E.2(h) of the Company's Restated Certificate of IncorporationRepurchases); (ix) adopt any annual operating or capital budget or approve any material modifications thereto; (x) pay any bonuses to officers, directors or employees of the Company not contemplated in an approved annual operating budget approved by the Investor Directorand budgets; (xxi) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant such stock options, stock appreciation rights or similar employee benefits convertible into up to 1,398,000 an aggregate of forty two percent (42%) of the shares of common stockCommon Stock as of the date hereof (including the shares subject to such awards) on a fully diluted basis; (xixii) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third partyentity; (xiixiii) incur indebtedness (other than trade payables) in excess of $50,000 1,000,000 in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of credit or similar credit facility, or (C) causing a letter of credit to be issued in the Company's name; (xiv) amend the Company's Bylaws to alter any rights of the Investor Director or the holders of the Series A Preferred Stock or to increase the size of the Board to more than five (5) directors; (xv) hire, retain or amend the compensation arrangements with new executive officers of the Company or modify or extend any existing arrangement with current executive officers of the Company; or (xvi) enter into a new line of business unrelated to its contemplated core business as of the date hereof.

Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the member of the Company's Board of Directors designated by the Investor pursuant to the Stockholders' Agreement of even date herewith among the Investor, the Company and certain of the Company's shareholders (the "Investor Director:"): (i) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B A Preferred Stock; (ii) reclassify any outstanding shares of securities of the Company into shares having rights, preferences or privileges senior to or on parity with pari passu to the Series B Stock or the Series C A Preferred Stock; (iii) authorize or issue any additional Series B Stock or Series C A Preferred Stock or any other stock having rights or preferences senior to or on parity with pari passu to the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basisA Preferred Stock; (iv) merge or consolidate with or into any corporationcorporation unless the holders of the Company's outstanding shares immediately after such consolidation or merger retain stock representing a majority of the voting power of the surviving corporation of such merger or consolidation; (v) sell all or substantially all the Company's assets in a single transaction or series of related transactions; (vi) liquidate or dissolve; (vii) increase the size of the Board to more than five (5) directors; (viii) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases)distribution, directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (viiiix) redeem any redemption or repurchase any outstanding shares of the Company's capital stock (stock, except for shares of Common Stock held by employees, officers, directors, contractors, advisors, consultants or transportation carrier partners of the Company pursuant to the Company's Long Term Incentive Plan or other than Permitted Repurchases as defined in Article FOURTHincentive agreements, Section D.2(h) and Section E.2(h) plans or arrangements approved by the Board of Directors of the Company's Restated Certificate of Incorporation); (ixx) pay any bonuses to officers, directors or employees of the Company not contemplated included in an operating budget approved by the Investor Directorannual budget; (xxi) award stock options, stock warrants, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant , except for any such stock options, stock appreciation warrants, rights or similar employee benefits convertible into up to 1,398,000 shares of common stockdescribed in Section 3.2(i) above; (xixii) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third partyentity; (xiixiii) incur indebtedness (other than trade payables) in excess of Five Million Dollars ($50,000 5,000,000) in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of credit or similar credit facility, or (C) causing a letter of credit to be issued in the Company's name; (xiv) enter into a new line of business that is unrelated to its contemplated line of business as of May 9, 2000; or (xv) modify in any material way the Company's annual operating and capital budgets.

Special Voting Rights. The Company shall not, without the approval, by vote or written consent, of the Investor Director: (i1) amend its Certificate of Incorporation in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series B A Preferred Stock; (ii2) reclassify any outstanding shares of securities of the Company Corporation into shares having rights, preferences or privileges senior to or on a parity with the Series B Stock or the Series C A Preferred Stock; (iii3) authorize or issue any additional Series B Stock or Series C A Preferred Stock or any other stock having rights or preferences senior to or on a parity with the Series B Stock or Series C Stock or any common stock or securities convertible into shares of common stock which in the aggregate are greater than 10% of the issued and outstanding shares of common stock on the date of issuance calculated on a fully diluted basisA Preferred Stock; (iv4) merge or consolidate with or into any corporation; (v5) sell all or substantially all the CompanyCorporation's assets in a single transaction or series of related transactions; (vi6) liquidate or dissolve; (vii7) declare or pay any dividends (other than dividends payable solely in shares of Common Stock) on or declare or make any other distribution (other than Permitted Repurchases), directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (viii) redeem or 8) repurchase any outstanding shares of the CompanyCorporation's capital stock (other than Permitted Repurchases as defined in Article FOURTH, Section D.2(h) and Section E.2(h) of the Company's Restated Certificate of IncorporationRepurchases); (ix9) pay any bonuses to officers, directors or employees of the Company Corporation not contemplated in an operating annual budget approved by delivered to the Investor Directorpursuant to Section 1; (x10) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; provided that the Company shall have the right to issue or grant such stock options, stock appreciation rights or similar employee benefits convertible into up to 1,398,000 an aggregate of 155,000 shares of common stockCommon Stock; (xi11) pledge its assets or guarantee the obligations of any other individual or entity or at any time become a guarantor or surety of or pledge its credit on any undertaking of a third partyentity; (xii12) incur indebtedness (other than trade payables) in excess of $50,000 1,000,000 in the aggregate, including (A) the execution of any promissory note, loan agreement or other agreement evidencing indebtedness, (B) drawing upon a line of credit or similar credit facility, or (C) causing a letter of credit to be issued in the CompanyCorporation's name;; or (13) amend the Corporation's Bylaws to alter any rights of the Investor Director or the holders of the Series A Preferred Stock or to increase the size of the Board to more than seven (7) directors.