Voting Events. If there shall be submitted to the stockholders ------------- of the Company any proposal concerning the election or removal of directors of the Company, the Investors (and their permitted assigns) shall vote or act with respect to all their Preferred Stock so as to elect to the board of directors of the Company as the three directors to be elected by the holders of Series B, Series C, Series D and Series E Preferred Stock in accordance with Section V.4(b) of the Company's Amended and Restated Certificate of Incorporation, the (i) one designee designated by X.X. Xxxxxxx, Xxxxxx & Co., L.L.C., or any of its affiliated entities, subsidiaries, partners or funds, including, but not limited to, Warburg, Xxxxxx Ventures, L.P. (collectively, "Warburg, Xxxxxx"), (ii) one designee designated by Vertical Fund Associates, L.P., or any of its affiliated entities, subsidiaries, partners or funds, and (iii) one designee designated by Investor (Guernsey) Ltd., or any of its affiliated entities, subsidiaries, partners or funds. The holders of the Common Stock and Series A Preferred Stock, voting together as a single class, shall be entitled to elect two directors, and the holders of Common Stock and Series A, Series B, Series C, Series D and Series E Preferred Stock, voting together as a single class, shall be entitled to elect all remaining directors. The requirement that the Investors vote their shares in favor of Warburg, Pincus, Vertical Fund or Investor (Guernsey) Ltd., shall terminate as to such entity upon such entity's sale or transfer of more than 25% of its holdings in the aggregate of Series B, Series C, Series D and Series E Preferred Stock. No amendment to this Section 3.2 that waives, modifies, amends or terminates the right of an entity to nominate a designee to the board of directors shall be effective without the express written consent of such entity.

Voting Events. If there shall be submitted to the stockholders of the Company any proposal concerning the election or removal of directors of the Company, then each of the holders of Preferred Stock (and their permitted assigns) and each of the Stockholders holding Common Stock (and their permitted assigns) shall vote or act with respect to all shares of Preferred Stock or Common Stock so as to elect to the board of directors of the Company, as the two directors to be elected by the holders of Series A Preferred Stock and Series B Preferred Stock, as the three directors to be elected by the holders of Series C Preferred Stock and as two of the three directors to be elected by the holders of Preferred Stock and Common Stock in accordance with Section 3(b) of Article V of the Company's Amended and Restated Certificate of Incorporation, the designees specified in Section 8.3 hereof.

Voting Events. If there shall be submitted to the stockholders of the Company any proposal concerning: the election or removal of directors of the Company, then the Stockholders shall vote or act with respect to the Shares in the manner provided below: With respect to the designee(s) to be selected by the Investor, the Stockholders agree that they will vote all of their Shares in favor of: (a) 2 designees of the Investor upon the effective date of this Agreement; PROVIDED HOWEVER, that if the Company's Board of Directors shall consist of more than 9 members, then the number of Investor designees shall be proportional to Investor's equity ownership in the Company rounded down to the nearest whole number; and PROVIDED FURTHER, that if the number of shares of Company Common Stock held by the Investor decreases below 22 percent, then the number of Investor designees shall be decreased to be proportional to Investor's equity ownership in the Company rounded down to the nearest whole number; (b) 3 designees of the Investor upon the exercise in full by the Investor of the Common Stock Purchase Warrant dated ________, 2000; PROVIDED HOWEVER, that if the Company's Board of Directors shall consist of more than 9 members, then the number of Investor designees shall be proportional to Investor's equity ownership in the Company rounded down to the nearest whole number; and PROVIDED FURTHER, that if the number of shares of Company Common Stock held by the Investor decreases below 33 percent, then the number of Investor designees shall be decreased to be proportional to Investor's equity ownership in the Company rounded down to the nearest whole number; and (c) 1 designee of the Investor so long as Investor holds at least 10% of the Company's outstanding capital stock (on a fully diluted basis), as adjusted for stock split, stock dividends, stock combinations and the like. A vote taken to remove any director elected pursuant to this Section 2.1, or to fill any vacancy created by the resignation or death of a director elected pursuant to this Section 2.1, shall also be subject to the relevant provisions of this Section 2.1.

Voting Events. (a) Combined Director(s). In the event of a vacancy on the Board of Directors of any seat or seats reserved for directors who are to be elected by a vote of the Common Stock and Preferred Stock, voting together on an as converted basis, pursuant to Article FIVE, Section 4(c) of the Company's Amended and Restated Certificate of Incorporation (each, a "COMBINED DIRECTOR" and collectively, the "COMBINED DIRECTORS"), the Holders and their permitted transferees or assigns agree to vote their shares to fill such vacancy with the nominee or nominees, as the case may be, designated by unanimous approval of the members of the Company's Board of Directors other than the Combined Directors then in office. The Company agrees not to issue, or agree to issue, stock or other voting securities, to any person or entity who would as a result of such issuance become a Holder unless such person or entity agrees to and becomes a party to the provisions of this Section 6. Notwithstanding the foregoing, if either (i) both Combined Directors, elected pursuant to the terms of this Section 6(a), are still duly elected and qualified as directors of the Company, at the time of another vacancy and such vacancy is to be filled by the Common Stock and Preferred Stock, voting together on an as converted basis or (b) the Board of Directors cannot unanimously agree on a nominee, then such vacancy shall not be subject to the provisions of this Section 6(a) and such vacancy shall be governed solely by the terms of Article FIVE, Section 4(c) of the Company's Amended and Restated Certificate of Incorporation, and the provisions of the Delaware General Corporations Law.

Related to Voting Events

Triggering Events The events referred to in Sections 3(f) and 5(a) hereof are as follows:
Liquidating Events The Company shall dissolve and commence winding up and liquidating upon the first to occur of the following (each, a “Liquidating Event”): (a) The sale of all or substantially all of the assets of the Company; and (b) The determination of the Managing Member to dissolve, wind up, and liquidate the Company. The Members hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802 of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 11.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 11.3 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject to compliance with applicable laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of such class consent in writing to a treatment other than as described above.
Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.
Dissolving Events The Partnership shall be liquidated and dissolved in the manner hereinafter provided upon the happening of any of the following events, whichever first occurs: (a) the written action of the General Partner to terminate the Partnership; Carrabba’s/Mid East, Limited Partnership 12 (b) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom; (c) the withdrawal of the General Partner; or (d) any other event that would cause the dissolution of the Partnership under the Act.
Reorganization Events (a) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing or surviving corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another Person); (ii) any direct or indirect sale, lease, assignment, transfer or conveyance of all or substantially all of the Company’s consolidated property or assets; (iii) any reclassification of Common Stock into securities, including securities other than Common Stock (other than changes in par value or resulting from a subdivision or combination); or (iv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition); in each case, as a result of which the Common Stock would be converted into, or exchanged for, securities, cash or other property (each, a “Reorganization Event”), each Purchase Contract outstanding immediately prior to such Reorganization Event shall, without the consent of Holders of the Purchase Contracts, become a contract to purchase the kind of securities, cash and/or other property that a holder of Common Stock would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustee a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. Notwithstanding anything to the contrary herein, in no event shall a Qualified McKesson Exit and related transactions, including the Merger, constitute a Reorganization Event. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of shares of Common Stock that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the close of business on the Determination Date). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of a unit of Exchange Property that a holder of one share of Common Stock would have received in such Reorganization Event.
Terminating Event A “Terminating Event” shall mean any of the events provided in this Section 3:
Termination Events If the Early Termination Date results from a Termination Event:—
Liquidation Events (a) In the event of (i) any Casualty to all or any portion of the Properties, (ii) any Condemnation of all or any portion of the Properties, or (iii) any claims made by any Mortgage Borrower under the applicable Owner’s Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be paid to Lender. On the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to any Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.4.2 (a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan, and shall be applied by Lender on the next Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a). (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan or Transfer of any Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.
Pay Out Events If any one of the following events shall occur with respect to the Series 2017-1 Certificates: (a) the occurrence of an Insolvency Event relating to any Transferor or other holder of the Original Transferor Certificate; (b) the Trust becomes an investment company within the meaning of the Investment Company Act; (c) failure on the part of any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 2017-1 Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to the Transferors and the Trustee by any Holder of the Series 2017-1 Certificates; (d) any representation or warranty made by any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 2017-1 Certificates and as a result of which the interests of the Series 2017-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement; (e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement; (f) any Servicer Default which would have an Adverse Effect shall occur; (g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period; (h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date; (i) a Transfer Restriction Event shall occur; (j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or (k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

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