Common use of Voting and Protective Provisions Clause in Contracts

Voting and Protective Provisions. 3.1 Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth in this Section 3 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwise: 3.2.1 any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific class or series of Parity Stock or Senior Stock; 3.2.2 any increase in the number of issued or authorized amount of Preferred Stock, or any reissuance thereof; 3.2.3 any exchange, reclassification or cancellation of the Preferred Stock, other than as provided in the Certificate of Incorporation including Section 5; or 3.2.4 any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 In exercising the voting rights set forth in Section 3.2, each share of Preferred Stock shall be entitled to one vote. 3.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Company and applicable law.

Voting and Protective Provisions. 3.1 4.1 Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth in this Section 3 4 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 4.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwise: 3.2.1 4.2.1. any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific class or series of Parity Stock or Senior Stock; 3.2.2 4.2.2. any increase in the number of issued or authorized amount of Preferred Stock, or any reissuance thereof; 3.2.3 4.2.3. any exchange, reclassification or cancellation of the Preferred Stock, other than as provided in the Certificate of Incorporation including Section 56; or 3.2.4 4.2.4. any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 4.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 4.3.1. to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 4.3.2. to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 4.3.3. to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 4.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 4.5 In exercising the voting rights set forth in Section 3.24.2, each share of Preferred Stock shall be entitled to one vote. 3.6 4.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Company and applicable law.

Voting and Protective Provisions. 3.1 4.1 Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth in this Section 3 4 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 4.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwise: 3.2.1 4.2.1. any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific class or series of Parity Stock or Senior Stock, including the issuance of any Series B-2 Preferred Stock other than pursuant to the terms of the Subscription Agreement; 3.2.2 4.2.2. any increase in the number of issued or authorized amount of Preferred Stock, or any reissuance thereof; 3.2.3 4.2.3. any exchange, reclassification or cancellation of the Preferred Stock, other than as provided in the Certificate of Incorporation including Section 56; or 3.2.4 4.2.4. any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 4.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 4.3.1. to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 4.3.2. to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 4.3.3. to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 4.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 4.5 In exercising the voting rights set forth in Section 3.24.2, each share of Preferred Stock shall be entitled to one vote. 3.6 4.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Company and applicable law.

Voting and Protective Provisions. 3.1 (a) Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders members of the Company (a “Meeting”) except as set forth in this Section 3 6.3 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporationapplicable Law. 3.2 (b) So long as the Investor Members hold any shares of Preferred Stock are outstandingUnits, in addition to any other vote or consent of stockholders members required by the Delaware General Corporation applicable Law or the Certificate of Incorporationotherwise set forth herein, the affirmative vote or consent of the holders Investor Members representing at least a majority of the outstanding shares of Preferred StockUnits held by the Investor Members, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporationthis Agreement, by merger, consolidation or otherwise: 3.2.1 (i) any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific (A) class or series of Parity Stock Units or Senior StockUnits (whether by reclassification of other Units into Parity Units or Senior Units, or otherwise), or (B) any equity or debt security that is convertible into, exercisable for, exchangeable for or representing the right to purchase any class or series of Parity Units or Senior Units; 3.2.2 (ii) (A) any issuance or any increase in the number of issued or authorized amount of Preferred Stock, Units or any reissuance thereofthereof (whether by reclassification of other Units into Preferred Units, or otherwise) or (B) any issuance of any equity or debt security that is convertible into, exercisable for, exchangeable for or representing the right to purchase any Preferred Units; 3.2.3 (iii) any exchange, reclassification or cancellation of the Preferred StockUnits, other than as provided in the Certificate of Incorporation including Section 5; orthis Article VI; 3.2.4 (iv) any amendment, modification modification, alteration or alteration repeal of, or supplement to, to (A) the Certificate of Incorporation Formation or this Agreement that would materially and adversely affect the any rights, preferences, privileges or voting powers of the Preferred Stock Units or any Holder., and (B) in any event, Sections 2.3, 2.5, 2.6, 2.7, 2.9, 3.3, 3.5, 5.3, 5.4, 14.14, or 14.18 or Article IV, Article VI, Article VII, Article VIII, Article IX, Article X, Article XII, Article XIII or in each case, the definitions relating thereto; 3.3 Notwithstanding anything to (v) any adoption or consummation of a voluntary plan or proposal for the contrary herein, without the consent Liquidation of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal ; (vi) any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares actions described in clause (b) of the Preferred Stock: 3.3.1 to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions definition of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 to make any provision Bankruptcy Proceeding with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock Company or any Holder; orof its Subsidiaries; 3.3.3 (vii) any actions to make be taken by the Company Representative or the Board under Section 7.1 or 8.3, other than as expressly permitted therein; (viii) any other change actions that does are not adversely affect in compliance with Section 2.3 or Section 6.3(b); (ix) any distribution by the rightsCompany or Parent, preferences, privileges or voting powers of the Preferred Stock or including any Holder distribution on Real Common Shares (other than any Holder dividend or distribution (x) that consents would result in an adjustment to the Exchange Price pursuant to Section 6.5(f)(i)-(iv)); (x) engage in any business unrelated to the activities set forth in Section 2.3; (xi) enter into any arrangement, agreement or understanding with (A) Parent or any of its directors, officers or employees, (B) any Director or any Officer or (C) any Affiliate or family member of any of the foregoing, except for any arrangement, agreement or understanding that is otherwise not prohibited by this Agreement and is on arm’s-length terms; (xii) have any Indebtedness or otherwise assume or guarantee or become obligated for the debts of any other Person, or hold out itself or its credit or assets as being available to satisfy the obligations of any other Person, in each case, except as otherwise imposed by Law; (xiii) make loans to any Person or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such changeentity); (xiv) form, acquire or hold any Subsidiary; (xv) acquire or own any assets or property; (xvi) pledge its assets to secure the obligations of itself or any other Person; (xvii) transfer any of its assets or any right or interest therein; or (xviii) have contingent or actual obligations. 3.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 (c) In exercising the voting rights set forth in Section 3.26.3(b), each share of Preferred Stock Holder shall be entitled to one votevote for each Preferred Unit owned by it. 3.6 The rules (d) Meetings of the Holders may be called by Company and procedures for calling shall be held upon not less than five (5) Business Days nor more than sixty (60) days’ prior written notice of the time and conducting place of such meeting delivered to each Holder entitled to vote on any matter to be voted upon, in the manner provided in Section 14.1. Notice of any meeting may be waived by any Holder before or after any meeting. Meetings of the Holders may be conducted in person or by conference telephone, videoconference or webcast facilities. For any meeting of Holders entitled to vote on any matter to be voted upon, the presence in person or by proxy of Holders representing at least a majority of the issued and outstanding Preferred Units entitled to vote thereon shall constitute a quorum for the transaction of any business. The affirmative vote of Holders representing at least a majority of the issued and outstanding Preferred Units entitled to vote thereon shall constitute approval of any action. (e) Any action may be taken by the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such without a meeting or if authorized by the written consent of the Members holding Preferred Units sufficient to approve such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform action pursuant to the requirements terms of this Agreement. In no instance where action is authorized by written consent will a meeting of Members be required to be called or notice be required to be given; provided, however, that a copy of the Certificate of Incorporation, action taken by written consent must be promptly sent to all Holders and filed with the bylaws records of the Company and applicable lawCompany.

Voting and Protective Provisions. 3.1 Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth in this Section 3 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwise: 3.2.1 any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific class or series of Parity Stock or Senior Stock; 3.2.2 any increase in the number of issued or authorized amount of Preferred Stock, or any reissuance thereof; 3.2.3 any exchange, reclassification or cancellation of the Preferred Stock, other than as provided in the Certificate of Incorporation including Section 5; or 3.2.4 any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 In exercising the voting rights set forth in Section 3.2, each share of Preferred Stock shall be entitled to one vote. 3.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Company and applicable law.

Voting and Protective Provisions. 3.1 Holders Except as otherwise required by law or set forth herein, the holders of Series A Preferred Stock shall have no voting rights. Subject to applicable law, the Company shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth (in this Section 3 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, each case whether by amendment to the Certificate of Incorporationamendment, by merger, consolidation or otherwise), without first having obtained the affirmative vote or written consent of the holders of at least eighty-five percent (85%) of the outstanding Series A Preferred Stock, voting as a separate class: 3.2.1 (a) Amend, alter or change the rights, preferences and privileges of the Series A Preferred Stock; (b) Amend, alter or repeal any issuanceprovision of this Certificate of Designation, authorization or creation amend, alter or repeal any provision of the Company’s By-laws or Certificate of Incorporation that might have the effect of amending, altering or repealing any provision of this Certificate of Designation; or (c) During such time that the Total Consolidated Debt of the Company is greater than fifty percent (50%) of the TPB Stock Value and for six (6) months following any such period of time, take any of the following actions: (i) Increase or decrease the number of shares of Series A Preferred Stock (other than as contemplated in Section 3(a)) or the designated number of shares of Series A Preferred Stock; (ii) Redeem, repurchase or otherwise acquire, or set aside any sums for the redemption, repurchase or other acquisition of, any capital stock or options to purchase capital stock of the Company, or any increase by obligations or securities convertible into shares of capital stock (other than (A) the redemption of the Series A Preferred Stock pursuant to Section 7 or (B) the repurchase of shares of stock from employees, consultants and advisors pursuant to agreements which permit the Company to repurchase such shares at cost or, if lower, fair market value, as such agreement may provide therein, upon termination of services to the Company or in exercise of the issued Company’s right of first refusal upon a proposed transfer); (iii) Authorize or authorized amount of, designate (whether by reclassification or otherwise) or issue any specific new class or series of Parity capital stock of the Company or any obligations or securities convertible into equity securities of the Company having relative rights or preferences superior to or on a parity with the Series A Preferred Stock with respect to voting, dividends, conversion, anti-dilution or Senior Stock; 3.2.2 any liquidation preference, or effect an increase in the authorized or designated number of issued any such new class or authorized amount series; (iv) Declare or pay a dividend or other distribution on the Common Stock or on any other class or series of capital stock (other than the Series A Preferred Stock), or any reissuance thereof; 3.2.3 other action that results in a dividend or other distribution on the Common Stock or on any exchange, reclassification other class or cancellation series of capital stock (other than the Series A Preferred Stock, other than as provided in the Certificate of Incorporation including Section 5); or 3.2.4 (v) Pledge, hypothecate or create any amendmentlien, modification security interest in or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 Prior to the actual delivery of such Parent Common Shares encumbrance on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 In exercising the voting rights set forth in Section 3.2, each share of Preferred Stock shall be entitled to one vote. 3.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws assets of the Company and applicable lawor any of its Subsidiaries in the aggregate in excess of $50,000,000, or incur any Indebtedness obligation in excess of $5,000,000 individually.

Voting and Protective Provisions. 3.1 Holders shall not have any rights to notice of, to attend at or to vote at any meetings of the shareholders of the Company except as set forth in this Section 3 or as otherwise from time to time specifically required by the Delaware General Corporation Law or the Certificate of Incorporation. 3.2 So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by the Delaware General Corporation Law or the Certificate of Incorporation, the affirmative vote or consent of the holders representing at least a majority of the outstanding shares of Preferred Stock, voting together 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 the actions set forth below, whether by amendment to the Certificate of Incorporation, by merger, consolidation or otherwisevalidating: 3.2.1 any issuance, authorization or creation of, or any increase by the Company in the issued or authorized amount of, any specific class or series of Parity Stock or Senior Stock; 3.2.2 any increase in the number of issued or authorized amount of Preferred Stock, or any reissuance thereof; 3.2.3 any exchange, reclassification or cancellation of the Preferred Stock, other than as provided in the Certificate of Incorporation including Section 5; or 3.2.4 any amendment, modification or alteration of, or supplement to, the Certificate of Incorporation that would materially and adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder. 3.3 Notwithstanding anything to the contrary herein, without the consent of the Holders, the Company, acting in good faith, may amend, alter, supplement or repeal any terms of the Preferred Stock by amending or supplementing the Certificate of Incorporation or any stock certificate representing shares of the Preferred Stock: 3.3.1 to cure any ambiguity, omission, inconsistency or mistake in any such instrument in a manner that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; 3.3.2 to make any provision with respect to matters or questions relating to the Preferred Stock that is not inconsistent with the provisions of the Certificate of Incorporation and that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder; or 3.3.3 to make any other change that does not adversely affect the rights, preferences, privileges or voting powers of the Preferred Stock or any Holder (other than any Holder that consents to such change). 3.4 Prior to the actual delivery of such Parent Common Shares on the applicable Exchange Date, the Parent Common Shares due upon exchange of the Preferred Stock shall not be deemed to be delivered and Holders shall have no voting rights with respect to such shares of Parent Common Shares solely by virtue of holding the Preferred Stock. 3.5 In exercising the voting rights set forth in Section 3.2, each share of Preferred Stock shall be entitled to one vote. 3.6 The rules and procedures for calling and conducting any meeting of the Holders (including the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the bylaws of the Company and applicable law.