Common use of Voting of Stockholders Clause in Contracts

Voting of Stockholders. (a) The vote of the holders of a majority of the Outstanding Voting Shares entitled to vote shall decide any matters brought before any meeting of Stockholders, unless the matter is one upon which by express provision of law, the Charter Documents or this Agreement, a different vote is required, in which case such express provision shall govern and control. (b) Notwithstanding the provisions of Section 5.6(a) and even if a vote of the Stockholders may not be required under applicable law for any of the following, the vote or prior written consent of Stockholders then holding Outstanding Voting Shares representing 66-2/3% of the Outstanding Voting Shares held by all Stockholders shall be required before the Company may take, and the Stockholders shall exercise all voting rights and other powers of control available to them in relation to the Company and the directors so as to ensure that the Company shall not without such approval take, the following actions: (i) the sale of all or substantially all of the assets of the Company by sale, assignment, merger, reorganization, or by any other manner; (ii) the entry into any transaction which would result in a Change of Control; and (iii) any amendment to the Company's Charter Documents.