Common use of Voting Generally Clause in Contracts

Voting Generally. Subject to Article VI, (i) each holder of record of Class A Common Stock shall be entitled to ten (10) votes per share of Class A Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (ii) each holder of record of Class B Common Stock shall be entitled to ten (10) votes per share of Class B Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iii) each holder of record of Class C Common Stock shall be entitled to one vote per share of Class C Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iv) each holder of record of Class D Common Stock shall not be entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder shall be entitled to one vote per share of Class D Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote); and (v) each holder of record of Class V Common Stock shall be entitled to one vote per share of Class V Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote. Except (A) as may otherwise be provided in this Certificate of Incorporation, or (B) as may otherwise be required by the laws of the State of Delaware, the holders of shares of all classes of Common Stock will vote as one class with respect to the election of Group I Directors (as defined below) and with respect to all other matters to be voted on by stockholders of the Corporation; provided, that the holders of Class A Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group II Directors (as defined below), the holders of Class B Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group III Directors (as defined below), and the holders of Class C Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of the Group IV Director (as defined below).

Voting Generally. Subject to Article VI, (i) Subject to the limitations of Section 2(b)(ii) and 2(b)(iii), each holder outstanding share of record of Class Series A Common Preferred Stock shall be entitled to ten (10) a number of votes per equal to the number of shares of Common Stock into which such share of Class Series A Common Preferred Stock which is outstanding in his, her or its name on the books then convertible pursuant to Section 7 hereof as of the Corporation and which is entitled to vote; (ii) each record date for the vote or written consent of shareholders, if applicable. Each holder of record outstanding shares of Class B Common Series A Preferred Stock shall be entitled to ten (10) votes per share notice of Class B Common Stock which is outstanding any shareholders’ meeting in his, her or its name on accordance with the books by-laws of the Corporation and which is entitled to vote; (iii) each holder of record of Class C Common Stock shall be entitled to one vote per share of Class C Common Stock which is outstanding in his, her or its name on the books with holders of the Corporation and which is entitled Common Stock, voting together as single class, upon all matters submitted to vote; a vote of shareholders, excluding those matters required to be submitted to a class or series vote pursuant to the terms hereof (ivincluding, without limitation, Section 9) each holder or by law. Holders of record shares of Class D Common Series A Preferred Stock shall not be entitled to cumulate their votes in any vote election of directors in which they are entitled to vote. Notwithstanding anything herein stated, Series A Preferred Stock shall not be entitled to be voted on any matter except proposal presented to the shareholders of the Corporation to approve the voting or conversion of shares of Series A Preferred Stock in excess of the Exchange Cap (as defined in Section 7(g)) or the exercisability of any Warrants in excess of the Exchange Cap. (ii) To the extent required that the conversion of shares of Series A Preferred Stock is limited by provisions the Exchange Cap set forth in Section 7 as of Delaware law (in which case such the record date for the vote or written consent of shareholders, then each holder shall be entitled to one vote per share only such number of Class D Common votes equal to the number of shares of common stock into which the shares of Series A Preferred Stock which is outstanding in his, her or its name on held by such holder would convert after giving effect to the books limitations of the Corporation and which is entitled to vote); and (v) each holder of record of Class V Common Stock Exchange Cap set forth in Section 7. This limitation shall be entitled to one vote per share of Class V Common Stock which is outstanding not apply in his, her or its name on the books of event that the Corporation and which is entitled to vote. Except (A) obtains the approval of its shareholders as may otherwise be provided required by the applicable rules of the Nasdaq Global Select Market for issuances of Common Stock in this Certificate excess of Incorporation, such amount or (B) as may otherwise obtains a written opinion from outside counsel to the Corporation that such approval is not required, which opinion shall be required by the laws of the State of Delaware, reasonably satisfactory to the holders of a Majority Interest. (iii) Notwithstanding anything to the contrary, in no event shall the Series A Preferred Stock be entitled to a number of votes greater than the number of shares of all classes of Common Stock will vote as one class with respect to the election of Group I Directors (as defined below) and with respect to all other matters to that would be voted on by stockholders issuable upon conversion of the Corporation; provided, that the holders Series A Preferred Stock based on a Conversion Price of Class A Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group II Directors (as defined below), the holders of Class B Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group III Directors (as defined below), and the holders of Class C Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of the Group IV Director (as defined below)$1.38.

Voting Generally. Subject to Article VI, (i) each holder of record of Class A Common Stock shall be entitled to ten (10) votes per share of Class A Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (ii) each holder of record of Class B Common Stock shall be entitled to ten (10) votes per share of Class B Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iii) each holder of record of Class C Common Stock shall be entitled to one vote per share of Class C Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote; (iv) each holder of record of Class D Common Stock shall not be entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder shall be entitled to one vote per share of Class D Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote); and (v) each holder of record of Class V Common Stock shall be entitled to one vote per share of Class V Common Stock which is outstanding in his, her or its name on the books of the Corporation and which is entitled to vote. Except (A) as may otherwise be provided in this Certificate of Incorporation, or (B) as may otherwise be required by the laws of the State of Delaware, the holders of shares of all classes of Common Stock will vote as one class with respect to the election of Group I Directors (as defined below) and with respect to all other matters to be voted on by stockholders of the Corporation; provided, that the holders of Class A Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group II Directors (as defined below), and the holders of Class B Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of Group III Directors (as defined below), and the holders of Class C Common Stock (and no other classes of Common Stock) will vote as one class with respect to the election of the Group IV Director (as defined below)Directors.