Voting and Consent Rights Sample Clauses

Voting and Consent Rights. (a) Holders of Series A Partnership Preferred Units shall have only those voting and consent rights specified in Section 7.3.B of the Agreement and Section 10(b) hereof. (b) So long as any Series A Partnership Preferred Units are outstanding, in addition to any other vote or consent of holders of Series A Partnership Preferred Units required by law or by the Agreement, the affirmative vote or consent of holders of at least 50% of the outstanding Series A Partnership Preferred Units, voting or consenting as a separate class, given in Person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment or alteration of any of the provisions of this Partnership Unit Designation or the Agreement that materially and adversely affects the material powers, rights or preferences of the holders of the Series A Partnership Preferred Units; provided, however, that the -------- ------- amendment of the Agreement so as to authorize, create, issue or grant any class or series of Partnership Units, including, without limitation, any such Partnership Units that may have rights senior or superior to the Series A Partnership Preferred Units, shall be deemed not to materially and adversely affect the material powers, rights or preferences of the holders of Series A Partnership Preferred Units. (c) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Series A Partnership Preferred Units shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. For certainty, a Non-Funding Lender shall have no voting or consent rights with respect to matters under this Agreement or other Credit Documents. Accordingly, the Commitments and the aggregate unpaid principal amount of the Advances owing to any Non-Funding Lender shall be disregarded in determining Majority Lenders and all Lenders or all affected Lenders. Notwithstanding the foregoing, should a Non-Funding Lender (A) fund all outstanding Advances that it previously failed to fund and pay all other amounts owing to the Agent, and (B) confirm in writing to the Agent that there is no reasonable likelihood that it will subsequently again become a Non-Funding Lender, then such Lender shall thereafter be entitled to vote and shall have consent rights in the same manner and fashion as if it were not a Non-Funding Lender.

Voting and Consent Rights. (a) The Holders shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the members of the Company, except as otherwise required under Delaware law or as expressly set forth in this Section 12 or the LLC Agreement. (b) For so long as any Class P Units remain outstanding: (i) unless a greater percentage is then required by the Delaware Act, without the prior written consent of the Requisite Class P Members, voting or consenting, as the case may be, separately as one class, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise, amend, alter or otherwise modify the LLC Agreement (including these Terms) so as to affect adversely the specified rights, preferences, privileges or consent rights of the Class P Units. For the avoidance of doubt and notwithstanding anything in this Section 12(b)(i) to the contrary but subject to Section 12(b)(ii)(A) below, any amendments in connection with (A) the creation and/or the issuance by the Company of any new class of Equity Securities (other than Senior Equity), (B) the right of the holders of any Membership Interests or Equity Securities to have registration rights with respect to such Membership Interests or Equity Securities, (C) Board representation rights, or consent or approval rights or other governance rights provided to the holders of such Membership Interests or Equity Securities as long as such rights do not eliminate any consent or approval rights of any of the Holders hereunder, or (D) affording holders thereof with the same rights and privileges generally afforded to Members pursuant to the LLC Agreement, including information rights and the inclusion of such Membership Interests, Equity Securities or the holders thereof in Section 7.04, Section 7.06 or Section 7.07 of the LLC Agreement, shall not be deemed to “adversely affect the specified rights, preferences, privileges or consent rights of the Class P Units”; (ii) without the prior written consent of the Requisite Class P Members, the Company shall not, directly or indirectly, whether by merger, consolidation or otherwise: (A) issue Senior Equity, other than Preferred Return paid in kind; (B) permit any entity that is an Intermediate Parent to issue any Equity Interest that has a preference with respect to distributions or upon Liquidation (other than Permitted Priority Distributions or provision therefor); or (C) amend, alter or otherwise modify or waive any provision of th...

Voting and Consent Rights. The holders of the Series A Preferred Stock shall be entitled to vote on an as-converted basis with the holders of PropCo’s common stock on all matters submitted to a vote of the holders of common stock. To the extent that the shares of common stock and/or Series A Preferred Stock held by any holder of Series A Preferred Stock and/or common stock would, on the record date for a vote on matters submitted to the common stock, enable such holder to vote an interest equal to 5% or more of the common stock, such holder shall be entitled to vote an interest equal to 4.99% of the common stock. Any interests held by such party in excess of 4.99% shall be deemed cast in favor of the vote of the majority. The foregoing shall not apply to any holder who, on the record date for a vote on matters submitted to the common stock, holds less than 5% of the vote in respect of such matter, and shall only apply to matters submitted to the vote of the common stock, and not matters that the Series A Preferred Stock may vote on as a separate class. In addition, the following matters require the consent of the majority of the holders of the Series A Preferred Stock, voting as a separate class, and excluding such shares owned by PropCo, OpCo or any subsidiary or other entity controlled by or controlling any such party:

Voting and Consent Rights. For certainty, a Non - Funding Lender shall have no voting or consent rights with respect to matters under this Agreement or other Loan Documents. Accordingly, the aggregate unpaid principal amount of the Advances owing to any Non - Funding Lender shall be disregarded in determining Majority Lenders and all Lenders or all affected Lenders. Notwithstanding the foregoing, should a Non - Funding Lender (A) fund all outstanding Advances that it previously failed to fund and pay all other amounts owing to the Agent, and (B) confirm in writing to the Agent that there is no reasonable likelihood that it will subsequently again become a Non - Funding Lender, then such Lender shall thereafter be entitled to vote and shall have consent rights in the same manner and fashion as if it were not a Non - Funding Lender.

Voting and Consent Rights. Holders of Preferred Stock shall vote on all matters submitted to holders of Common Stock with each share of Preferred Stock representing such number of votes as is equal to the number of shares of Common Stock into which it is convertible after taking into effect the Common Stock Limit. For the avoidance of doubt, the organizational documents of Parent will contain customary voting cutback provisions that will limit the voting rights of the Investor and its affiliates to no greater than 9.9% of the total combined voting power of the issued Preferred Stock and Common Stock. Except as provided in the following paragraph or by law, the holders of Preferred Stock and Common Stock shall vote together as a single class. For so long as the issued Preferred Stock remains outstanding, the written consent of the holders of a majority of the outstanding shares of Preferred Stock shall be required for the following, subject to certain customary exceptions and thresholds to be agreed upon by the parties:

Voting and Consent Rights i. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted (with any fractional share determined on an aggregate conversion basis being rounded down to the nearest whole share and without giving effect to the conversion of any declared dividends that may be payable at the Corporation’s discretion with Common Stock), and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The holders of each series of Preferred Stock shall vote together with the holders of the Common Stock except to the extent that the matter to be voted upon adversely affects the rights or privileges of any series of Preferred Stock, in which case the holders of such series of Preferred Stock shall vote separately as a class or as set forth in Article IV3.d.ii.

Voting and Consent Rights. If and for so long as there shall be any Drawn Amount (defined below) outstanding under the Liquidity Note, such amounts shall constitute Outstanding Amounts under the Indenture as if the Holder were an Interested Noteholder, and the Holder shall be entitled to vote and consent in all instances under the Indenture in which the Interested Noteholders are entitled to so vote or consent, as the case may be, including rights to consent to amendments or supplements to the Indenture, and rights to consent to the provision of instructions to the Indenture Trustee upon the occurrence of an Event of Default. The Holder’s voting and consent rights described herein shall be in direct proportion to the ratio of the amount of such outstanding Drawn Amount to the Outstanding Amount of any applicable Classes of Notes outstanding under the Indenture. If and for so long as a Liquidity Facility Guarantor shall become responsible for the obligations of the Holder hereunder pursuant to Section 2.5, such Liquidity Facility Guarantor shall thereupon accede to all of the rights and remedies of the Liquidity Provider under the Indenture and, to the extent applicable, the other Basic Documents, as well as to the obligations of the Holder hereunder and the Liquidity Provider thereunder, and if and for so long as there shall be any outstanding amount owing hereunder to the Liquidity Facility Guarantor, such amounts shall constitute Outstanding Amounts under the Indenture as if the Liquidity Facility Guarantor were an Interested Noteholder, and the Liquidity Facility Guarantor shall be entitled to vote and consent in all instances under the Indenture in which the Interested Noteholders are entitled to so vote or consent, as the case may be, including rights to consent to amendments or supplements to the Indenture, and rights to consent to the provision of instructions to the Indenture Trustee upon the occurrence of an Event of Default. The Liquidity Facility Guarantor’s voting and consent rights described herein shall be in direct proportion to the ratio of the amount of such outstanding amounts paid by the Liquidity Facility Guarantor of any applicable Classes of Notes outstanding under the Indenture.

Voting and Consent Rights. (a) Holders of Class A-1 Investor Unit Rights shall have only those voting and consent rights specified in Section 13.5.C of the Agreement and Section 11(b) hereof. (b) Except as otherwise required by applicable law or as set forth herein or in the Agreement, the holders of the Class A-1Investor Unit Rights shall not have any relative, participating, optional or other special voting rights or powers with respect to any matter, and the consent or approval of the holders thereof shall not be required for the taking of any action by the Partnership.

Voting and Consent Rights. (a) Prior to the occurrence and continuance of an Event of Default, the Borrower may exercise all voting and consent rights which the Borrower has as the holder of the Retention Securities in its sole discretion. After and during the continuance of an Event of Default, the Agent on behalf of the Secured Parties may exercise all voting and consent rights which the Borrower has as the holder of the Retention Securities, including without limitation the right to direct any decision or action in respect thereof. The Borrower covenants and agrees that it shall, at all times during the continuation of an Event of Default prior to the Facility Termination Date, follow the directions of the Agent provided pursuant to this Section 8.01(a) as to all such votes, actions, decisions and consensual rights that the holders of any Class of the Retention Securities are entitled or required to direct or make. (b) The Borrower covenants and agrees that it shall promptly notify the Agent and the Lenders of all votes, actions or decisions required or permitted to be taken or made by the Borrower as the holder of the Retention Securities.