Common use of Voting Rights Amendments Clause in Contracts

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the FBCA, the Series F Preferred Stock shall have no voting rights. However, as long as any shares of Series F Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series F Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series F Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise, (ii) issue further shares of Series F Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series F Preferred Stock, (iii) prior to the occurrence of both the Conversion Condition and the Subsequent Conversion Condition, consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock sale to, or other business combination in which the shareholders of the Corporation immediately before such transaction do not hold at least a majority of the capital stock of the Corporation immediately after such transaction,(iv) designate any Preferred Stock creating a senior security to the Series F Preferred Stock; or (v)enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series F Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Shareholder Approval in accordance with Sections 710, 712 and 713 of the NYSE American LLC Company Guide. (b) Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series F Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series F Preferred Stock, unless a higher percentage is required by the FBCA, in which case the written consent of the Holders of not less than such higher percentage shall be required.

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the FBCADGCL, the Series F X1 Preferred Stock shall have no voting rights. However, as long as any shares of Series F X1 Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series F X1 Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series F X1 Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series F X1 Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further shares of Series F X1 Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series F X1 Preferred Stock, (iii) prior to the occurrence of both the Conversion Condition and the Subsequent Conversion Condition, Stockholder Approval (as defined below) consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock sale to, or other business combination in which the shareholders stockholders of the Corporation immediately before such transaction do not hold at least a majority of the capital stock of the Corporation immediately after such transaction,(iv) designate any Preferred Stock creating a senior security to the Series F Preferred Stock; transaction, or (v)enter iv) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series F X1 Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Shareholder Stockholder Approval in accordance with Sections 710, 712 and 713 Rule 5635 of the NYSE American LLC Company Guidelisting rules of The NASDAQ Stock Market LLC. (b) Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series F X1 Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series F X1 Preferred Stock, unless a higher percentage is required by the FBCA, in which case the written consent of the Holders of not less than such higher percentage shall be required.

Voting Rights Amendments. The Series A Preferred Share shall have voting rights that are identical to the voting rights of the Common Shares and shall vote with the Common Shares as a single class, provided that (ai) Except the relative voting power of the Series A Preferred Share and the Common Shares will be set in the same proportion as otherwise provided herein the Percentage Interest of the Series A Preferred Share bears to the aggregate Percentage Interest of the Series A Preferred Share and the Common Shares and (ii) the Series A Preferred Share will not be entitled to vote (x) in connection with the election or removal of Class B Directors or (y) on any proposal to approve the exercise of the Preferred Share Call Right. Each reference in this Agreement to a vote of holders of Common Shares shall be deemed to be a reference to the holders of Common Shares and Series A Preferred Share, and any reference in the Agreement to specified percentage of the Outstanding Voting Shares shall correspondingly be construed to mean at such percentage of the Common Shares and the Series A Preferred Share, voting together as otherwise required by a single class during any period in which any Series A Preferred Shares are Outstanding, other than (i) in connection with the FBCAelection or removal of Class B Directors or (ii) with respect to any vote on a proposal to approve the exercise of the Preferred Share Call Right. For the avoidance of doubt, notwithstanding anything in this Section 5.7(b)(iv) to the contrary, in addition to any other voting rights granted to the Series A Preferred Share hereunder, the Series F A Preferred Stock Share shall have no voting rights. However, vote with the Common Shares as long as any shares of Series F Preferred Stock are outstanding, a single class in connection with the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series F Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights consideration for approval of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series F Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwiseother similar transaction pursuant to Section 13.3, (ii) issue further shares of Series F Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series F Preferred Stock, (iii) prior to the occurrence of both the Conversion Condition and the Subsequent Conversion Condition, consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock sale to, or other business combination in which the shareholders of the Corporation immediately before such transaction do not hold at least a majority of the capital stock of the Corporation immediately after such transaction,(iv) designate any Preferred Stock creating a senior security to but the Series F A Preferred Stock; or (v)enter into any agreement Share shall vote as a separate class, and not with the Common Shares as a single class, with respect to any amendment to this Agreement or the Certificate of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series F Preferred Stock shall be entitled Formation implemented pursuant to the same voting rights any such merger, consolidation or other similar transaction (other than a Permitted Exit Amendment, as each other holder of Common Stock, except that such holders may not to which no vote such shares upon the proposal for Shareholder Approval in accordance with Sections 710, 712 and 713 of the NYSE American LLC Company Guide. (b) Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series F A Preferred Stock Share shall be required). Notwithstanding anything in this Agreement to the contrary, (i) no amendment or through the execution of an action modification to this Agreement (whether by written consent in lieu of such meetingmerger, provided that the consent is executed by Holders representing consolidation, or otherwise, other than a majority Permitted Exit Amendment, as to which no vote of the outstanding shares of Series F A Preferred Stock, unless a higher percentage is required by the FBCAShare shall be required) that adversely affects, in which any material respect, the Series A Shareholder or the terms, rights, preferences, privileges, duties or obligations of the Series A Preferred Share shall be made or effective and (ii) no class or series of interests in the Company that ranks senior to the Series A Preferred Share as to payment of distributions on such Company Securities or distributions upon the liquidation, winding-up or dissolution of the Company shall be authorized or issued, in each case without the prior written consent of the Holders of not less than such higher percentage Series A Shareholder. Except as otherwise expressly provided herein, the Series A Preferred Share shall be requiredhave no right to vote on or consent to any matter.

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the FBCADGCL, the Series F Preferred Stock Holders shall have no voting rights. However, as . (b) So long as any shares of Series F A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the affirmative vote approval of the Holders of not less than a majority of the then then-outstanding shares of the Series F A Preferred Stock: , or their designees, voting separately as a single class: (i) alter alter, repeal or change adversely the powers, preferences or rights given to of the Series F A Preferred Stock or alter or amend this Certificate of DesignationDesignation so as to adversely affect the Series A Preferred Stock; (ii) supplement, amend amend, restate, repeal, or repeal waive any provision of, or add any provision to, of the Articles Certificate of Incorporation or bylaws of the Corporation’s bylaws, or file any articles of amendment, certificate of designationsdesignation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series F A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles Certificate of Incorporation or by merger, consolidation or otherwiseotherwise (it being understood that the preferences, (ii) issue further rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock shall not be considered to be adversely altered or changed solely because of the issuance of shares of another series of preferred stock of the Corporation, including a series of preferred stock that ranks senior to the Series F A Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation, occurrence of a Fundamental Transaction, and/or the payment of dividends); (iii) increase or decrease (other than by conversion) the number of authorized shares of Series F Preferred Stock, (iii) prior to the occurrence of both the Conversion Condition and the Subsequent Conversion Condition, consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock sale to, or other business combination in which the shareholders of the Corporation immediately before such transaction do not hold at least a majority of the capital stock of the Corporation immediately after such transaction,(iv) designate any Preferred Stock creating a senior security to the Series F A Preferred Stock; or or (v)enter iv) enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series F Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Shareholder Approval in accordance with Sections 710, 712 and 713 of the NYSE American LLC Company Guide. (b) Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series F Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series F Preferred Stock, unless a higher percentage is required by the FBCA, in which case the written consent of the Holders of not less than such higher percentage shall be required.

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the FBCADGCL, the Series F A Preferred Stock shall have no voting rights. However, as long as any shares of Series F A Preferred Stock are outstanding, in addition to any other requirement of the DGCL or the Restated Certificate of Incorporation, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series F A Preferred Stock: , (i) alter or change adversely the powers, preferences or rights given to the Series F A Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, of or add any provision to, the Articles Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series F A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles Certificate of Incorporation or by merger, consolidation or otherwise, otherwise or (ii) issue further shares of Series F Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series F Preferred Stock, (iii) prior to the occurrence of both the Conversion Condition and the Subsequent Conversion Condition, consummate either: (A) any Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock sale to, or other business combination in which the shareholders of the Corporation immediately before such transaction do not hold at least a majority of the capital stock of the Corporation immediately after such transaction,(iv) designate any Preferred Stock creating a senior security to the Series F Preferred Stock; or (v)enter enter into any agreement with respect to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series F Preferred Stock shall be entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal for Shareholder Approval in accordance with Sections 710, 712 and 713 of the NYSE American LLC Company Guide. (b) Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series F A Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series F A Preferred Stock, unless a higher percentage is required by the FBCA, in which case the written consent of the Holders of not less than such higher percentage shall be required.