Common use of Voting Limitation Clause in Contracts

Voting Limitation. 1. Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated Subsidiary, (1) no Person, either alone or together with its Related Persons shall be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than 10% of the voting power entitled to be cast on such matter, without giving effect to this Section 9.1(a) (such threshold being hereinafter referred to as the “Voting Limitation”), and the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10% of the voting power entitled to be cast on such matter (assuming that all Interests of the Company that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (a) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunder. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and

Voting Limitation. 1(a) If a Shareholder is a Tentative 9.9% Holder with respect to any vote taken by Shareholders, then the aggregate votes conferred by the Common Shares that constitute Controlled Shares of such Tentative 9.9% Holder shall be reduced to the extent necessary so that the Controlled Shares of such Tentative 9.9% Holder will constitute less than 9.9% of the Total Voting Power. Notwithstanding In applying the previous sentence, where Common Shares held by more than one Shareholder are treated as Controlled Shares of a Tentative 9.9% Holder, the reduction in votes shall apply to such Shareholders in accordance with their Attribution Percentages. The votes attributable to Common Shares of all Other Holders shall, in the aggregate, be increased by the same number of votes subject to reduction as described above. Such increase shall apply in proportion to the voting power of such Other Holders at the time, provided that such increase shall be redistributed among the Other Holders to the extent necessary to avoid causing any such Other Holder to own Controlled Shares with respect to a 9.9% Holder. (b) The Board may, by notice in writing, require any Shareholder to provide within not less than ten (10) Business Days complete and accurate information to the registered office or such other place as the Board may designate in respect of any or all of the following matters: (i) The number of Common Shares in which such Shareholder is the legal or beneficial owner; (ii) The Persons who beneficially own Common Shares in respect of which such Shareholder is the registered holder; (iii) The relationship, association or affiliation of such Shareholder with any other Shareholder or Person, whether by means of common control or ownership or otherwise; or (iv) Any other facts or matters which the Board may consider relevant to the determination of the number of Controlled Shares attributable to any Person. (c) If any Shareholder does not respond to any notice given pursuant to Section 2.03(b) hereof within the time specified therein or the Board shall have reason to believe that any information provided in relation thereto is incomplete or inaccurate, the Board may determine that the votes attaching to any Common Shares registered in the name of such Shareholder shall be disregarded for all purposes until such time as a response (or additional response) to such notice reasonably satisfactory to the Board has been received as specified therein. (d) With respect to any vote taken by the Shareholders, the voting cutback provision described in Section 2.03(a) shall be applied successively as many times as may be necessary to ensure the Controlled Shares attributable to each Tentative 9.9% Holder shall be reduced to the extent necessary so that Controlled Shares of such Tentative 9.9% Holder will be less than 9.9% of the Total Voting Power (after giving effect to any prior reduction in voting rights attaching to Common Shares of other Persons as provided in this Section 2.03). (e) Notwithstanding the provisions of this AgreementSection 2.03, for having applied the provisions hereof as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes attaching to the Common Shares of any Shareholder that they consider fair and reasonable in all circumstances to ensure that no Shareholder or other Person is a 9.9% Holder (after giving effect to any prior reduction in voting rights attaching to Common Shares of other persons as provided in this Section 2.03). (f) The foregoing provisions of this Section 2.03 (the “Voting Cut Back Restriction”) shall not apply to any HPS Excepted Holder so long as the Company shall directly HPS Excepted Holders in the aggregate own (directly, indirectly or indirectly control any U.S. Regulated Subsidiaryconstructively, (1after application of Section 318 of the Code as modified by Section 958 of the Code) no Person, either alone more than twenty percent (20%) of any class of shares then outstanding. The Voting Cut Back Restriction shall also not apply to any Arch Excepted Holder so long as the ownership of Common Shares or together with its Related Persons shall be entitled to vote or cause Preference Shares by such Arch Excepted Holder does not result in any person being treated as a “United States Shareholder” (within the voting meaning of Interests Section 951(b) of the Code) of the Company beneficially owned by or any of its subsidiaries; provided, that, if the Voting Cut Back Restriction does apply to an Arch Excepted Holder, the voting right of such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, Arch Excepted Holder shall be restricted only to the extent that such Interests represent in sufficient to cause the aggregate more than 10% of the voting power entitled Person not to be cast on treated as a United States Shareholder. Each HPS Excepted Holder and Arch Excepted Holder agrees to provide such matter, without giving effect to this Section 9.1(a) (such threshold being hereinafter referred to information as the “Voting Limitation”), and the Company shall disregard any such votes purported may reasonably request in order to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10% of the voting power entitled to be cast on such matter (assuming that all Interests of the Company that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitationdetermine share ownership. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (a) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunder. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and

Voting Limitation. 1. Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated Subsidiarythese articles of association and unless and until such Person has complied in full with all Shareholder Voting Obligations, (1) no Person, either alone or together with its Related Persons Persons, as of any record date for the determination of Shareholders entitled to vote on any matter, shall be entitled to vote or cause the voting of Interests of the Company Shares beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in Shares entitle the aggregate holder(s) thereof to cast more than 10% twenty percent (20%) of the voting power entitled to all votes that may be cast on such matter, without giving effect to this Section 9.1(a) article 34 (such threshold being hereinafter referred to as the “Voting Limitation”), ) and the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; Limitation and (2) if any Person, either alone or together with its Related Persons, is a party to any agreement, plan or other arrangement relating to Interests of Shares entitling the Company entitled holder thereof to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company Shares that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1article 34, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of Shares entitling the Company holder(s) thereof to cast votes that would exceed 10% twenty percent (20%) of the voting power entitled to all votes that may be cast on such any matter (assuming that all Interests of the Company Shares that are subject to such agreement, plan or other arrangement are will not outstanding entitle the holder(s) thereof to cast votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company Shares beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests Shares represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (a) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunder. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and

Voting Limitation. 1. (A) Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated SubsidiaryCertificate of Incorporation, (1) no Person, either alone or together with its Related Persons (as defined below), as of any record date for the determination of stockholders entitled to vote on any matter, shall be entitled to vote or cause the voting of Interests shares of stock of the Company Corporation beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests shares represent in the aggregate more than 10% of the voting power then outstanding votes entitled to be cast on such matter, without giving effect to this Section 9.1(a) Article V (such threshold being hereinafter referred to as the “Voting Limitation”), and the Company Corporation shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests shares of stock of the Company Corporation entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests shares of stock of the Company Corporation that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1Article V, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests shares of stock of the Company Corporation that would exceed 10% of the voting power then outstanding votes entitled to be cast on such matter (assuming that all Interests shares of stock of the Company Corporation that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests shares of stock of the Company Corporation beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests shares represent in the aggregate more than the Recalculated Voting Limitation, and the Company Corporation shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (ai) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests shares of stock of the Company Corporation beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (bii) the Board shall have resolved to expressly permit such voting; and (ciii) such resolution shall have been filed with, and approved by, the SEC Securities and Exchange Commission (the “SEC”) under Section 19(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall have become effective thereunder. 3; and (iv) such resolution shall have been filed with, and approved by, each European Regulator having appropriate jurisdiction and authority. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (bii) of this Section 9.1(a)(21(A) of Article V unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and

Voting Limitation. 1. Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated Subsidiary or any European Market Subsidiary, (1) no Person, either alone or together with its Related Persons shall be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than 10% of the voting power entitled to be cast on such matter, without giving effect to this Section 9.1(a) (such threshold being hereinafter referred to as the “Voting Limitation”), and the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10% of the voting power entitled to be cast on such matter (assuming that all Interests of the Company that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (a) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunder; and (d) such resolution shall have been filed with, and approved by, each European Regulator having appropriate jurisdiction and authority. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder thereunder, (ii) will not impair the ability of any European Market Subsidiary, the Company or Euronext (if and to the extent that Euronext continues to exist as a separate entity) to discharge their respective responsibilities under the European Exchange Regulations and (iiiii) is otherwise in the best interests of (w) the Company, (x) its members andmembers, (y) the U.S. Regulated Subsidiaries and (z) the European Market Subsidiaries; B. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, will not impair (i) the SEC’s ability to enforce the Exchange Act or (ii) the European Regulators’ ability to enforce the European Exchange Regulations; C. in the case of a resolution to approve the exercise of voting rights in excess of 20% of the voting power entitled to be cast on such matter, (i) neither such Person nor any of its Related Persons is (x) a

Voting Limitation. 1. Notwithstanding The Parties agree that notwithstanding any other provision voting rights set forth in the Amended and Restated Certificate of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated Subsidiary, (1) no Person, either alone or together with its Related Persons shall be entitled to vote or cause the voting of Interests Incorporation of the Company beneficially owned by such Person Company, as may be further amended and/ or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, restated from time to the extent that such Interests represent in the aggregate more than 10% of the voting power entitled to be cast on such matter, without giving effect to this Section 9.1(a) time (such threshold being hereinafter referred to as the “Voting LimitationCertificate of Incorporation”), and if at any time Len FW holds a voting interest (whether directly or indirectly) in the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests securities of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10otherwise represent more than 9.99% of the total outstanding aggregate voting power entitled to be cast on such matter (assuming that interests of all Interests holders of capital stock of the Company that are subject Company, whenever the vote, consent or decision of a stockholder is required or permitted pursuant to such agreementthe Certificate of Incorporation or under applicable state laws, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, Len FW shall not be entitled to participate in such vote or cause consent, or to make such decision, with respect to the portion of Len FW’s interest in excess of 9.99% of the voting interests in the Company (the securities representing such excess portion, the “Excess Voting Securities”), and such vote, consent or decision with respect to such Excess Voting Securities shall instead be made as directed by the Board of Interests Directors of the Company. For purposes of the foregoing and calculating Len FW’s Excess Voting Securities, if any, the Parties agree that (i) the Proxy Shares shall be treated as securities of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any which Len FW holds a voting agreement or other arrangement, interest except to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, Proxy is irrevocably revoked by Len FW; (ii) Len FW will not revoke any proxy without first making all required regulatory filings and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation obtaining approvals as necessary; and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (aiii) such Person shall have delivered to the Board a notice in writingextent there are Excess Voting Securities, not less than 45 days (the Excess Voting Securities shall first come from those securities held directly or such shorter period as indirectly by Len FW to the Board shall expressly consent to) maximum extent prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunderProxy Shares. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated Subsidiary, the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and

Voting Limitation. 1. Notwithstanding any other provision of this Agreement, for so long as the Company shall directly or indirectly control any U.S. Regulated SubsidiaryExchange, (1) no Person, either alone or together with its Related Persons shall be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than 10% of the voting power entitled to be cast on such matter, without giving effect to this Section 9.1(a) (such threshold being hereinafter referred to as the “Voting Limitation”), and the Company shall disregard any such votes purported to be cast in excess of the Voting Limitation; and (2) if any Person, either alone or together with its Related Persons, is party to any agreement, plan or other arrangement relating to Interests of the Company entitled to vote on any matter with any other Person, either alone or together with its Related Persons, under circumstances that would result in Interests of the Company that would be subject to such agreement, plan or other arrangement not being voted on any matter, or the withholding of any proxy relating thereto, where the effect of such agreement, plan or other arrangement would be to enable any Person, but for this Section 9.1, either alone or together with its Related Persons, to vote, possess the right to vote or cause the voting of Interests of the Company that would exceed 10% of the voting power entitled to be cast on such matter (assuming that all Interests of the Company that are subject to such agreement, plan or other arrangement are not outstanding votes entitled to be cast on such matter) (the “Recalculated Voting Limitation”), then the Person, either alone or together with its Related Persons, shall not be entitled to vote or cause the voting of Interests of the Company beneficially owned by such Person, either alone or together with its Related Persons, in person or by proxy or through any voting agreement or other arrangement, to the extent that such Interests represent in the aggregate more than the Recalculated Voting Limitation, and the Company shall disregard any such votes purported to be cast in excess of the Recalculated Voting Limitation. 2. The Voting Limitation and the Recalculated Voting Limitation, as applicable, shall apply to each Person unless and until: (a) such Person shall have delivered to the Board a notice in writing, not less than 45 days (or such shorter period as the Board shall expressly consent to) prior to any vote, of such Person’s intention, either alone or together with its Related Persons, to vote or cause the voting of Interests of the Company beneficially owned by such Person or its Related Persons, in person or through any voting agreement or other arrangement, in excess of the Voting Limitation or the Recalculated Voting Limitation, as applicable; (b) the Board shall have resolved to expressly permit such voting; and (c) such resolution shall have been filed with, and approved by, the SEC under Section 19(b) of the Exchange Act, and shall have become effective thereunder. 3. Subject to its fiduciary obligations under applicable law, the Board shall not adopt any resolution pursuant to clause (b) of Section 9.1(a)(2) unless the Board shall have determined that: A. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, (i) will not impair the ability of any U.S. Regulated SubsidiaryExchange, Intermediate Holding Company, or the Company or NYSE Group (if and to the extent that NYSE Group continues to exist as a separate entity) to discharge their respective responsibilities under the Exchange Act and the rules and regulations thereunder and (ii) is otherwise in the best interests of (w) the Company, (x) its members and (y) each Exchange; B. the exercise of such voting rights or the entering into of such agreement, plan or other arrangement, as applicable, by such Person, either alone or together with its Related Persons, will not impair the SEC’s ability to enforce the Exchange Act; C. in the case of a resolution to approve the exercise of voting rights in excess of 20% of the voting power entitled to be cast on such matter, (i) neither such Person nor any of its Related Persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) (any such person subject to statutory disqualification being referred to in this Agreement as a “U.S. Disqualified Person”); and