Common use of Voting Rights and Prohibitive Covenants Clause in Contracts

Voting Rights and Prohibitive Covenants. The Preferred Stock shall have full voting rights and shall be voted together with the Common Stock as one class, and the shares of Preferred Stock shall entitle the holder thereof to the number of votes as if the Preferred Stock had been converted into shares of Common Stock on the appropriate record date. So long as any of the Preferred Stock is outstanding, which, upon its conversion, would result in the Pioneer Partnership owning three (3%) percent or more of the Company's Common Stock, on a fully diluted basis, the Company shall not without the affirmative vote or consent of the holders of a majority of all outstanding shares of the Preferred Stock voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Incorporation, Certificate of Designation, or the bylaws of the Company so as to adversely affect the relative rights, preferences, qualifications, limitations or restrictions of the Preferred Stock, (ii) authorize or issue any additional equity securities of the Company or any subsidiaries which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5% other than the issuance of equity securities or debt or other instruments convertible into equity securities (x) for the purpose of raising additional capital, or (y) as a result of an acquisition of another company by the Company or its subsidiaries, however such consent shall not be unreasonably withheld, (iii) approve any merger, consolidation, compulsory share exchange or sale of substantially all of the assets of the Company outside of the ordinary course of business, to which the Company is a party which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%, however such consent shall not be unreasonably withheld, (iv) repurchase or redeem any equity securities or pay dividends or other distributions on any equity securities, unless all accrued and unpaid dividends on the Preferred Stock have been paid in full, (v) liquidate, dissolve, recapitalize or reorganize the Company which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%, (vi) guarantee indebtedness, of other persons, directly or indirectly, (vii) effect any fundamental changes in the nature of the Company's business, including but not limited to acquiring or investing in another business entity which shall be in a business unrelated to the business conducted by the Company, and (viii) approve the sale or transfer of intangible or intellectual property, other than the issuance of licenses in the ordinary course of business.

Voting Rights and Prohibitive Covenants. The Preferred Stock shall have full voting rights and shall be voted together with the Common Stock as one class, and the shares of Preferred Stock shall each share to entitle the holder thereof to the number of votes as if equal to the Preferred Stock had been converted into number of shares of Common Stock into which it is convertible on the appropriate record date. So long as any of the Preferred Stock is outstanding, which, upon its conversion, would result in the Pioneer Partnership owning three (3%) percent or more of the Company's Common Stock, on a fully diluted basis, the Company shall not without the affirmative vote or consent of the holders of a majority of all outstanding shares of the Preferred Stock voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Incorporation, Certificate of Designation, Incorporation or the bylaws of the Company so as to adversely affect the relative rights, preferences, qualifications, limitations or restrictions of the Preferred Stock, (ii) authorize or issue any additional equity securities of the Company or any subsidiaries which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5% other than the issuance of equity securities or debt or other instruments convertible into equity securities (x) for the purpose of raising additional capital, or (y) as a result of an acquisition of another company by the Company or its subsidiaries, however such consent shall not be unreasonably withheld, (iii) approve any merger, consolidation, compulsory share exchange or sale of substantially all of the assets of the Company outside of the ordinary course of business, to which the Company is a party which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%party, however such consent shall not be unreasonably withheld, (iv) repurchase or redeem any equity securities or pay dividends or other distributions on any equity securities, unless all accrued and unpaid dividends on except as provided for the Preferred Stock have been paid in fullStock, (v) liquidate, dissolve, recapitalize or reorganize the Company which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%Company, (vi) guarantee indebtedness, directly or indirectly, of other persons, directly or indirectly, (vii) effect any fundamental changes in the nature of the Company's business, including but not limited to acquiring or investing in another business entity which shall be in a business unrelated to the business conducted by the Companyentity, and (viii) approve the sale or transfer of intangible or intellectual property, other than the issuance of licenses in the ordinary course of business.

Voting Rights and Prohibitive Covenants. The Preferred Stock shall have full voting rights and shall be voted together with the Common Stock as one class, and the shares of Preferred Stock shall entitle the holder thereof to the number of votes as if the Preferred Stock had been converted into shares of Common Stock on the appropriate record date. So long as any an aggregate of at least five percent (5%) of the outstanding Preferred Stock (included in such 5% calculation for the denominator shall be any Preferred Stock which has then been converted into Common Stock) is outstanding, which, upon its conversion, would result in held by the Pioneer Partnership owning three (3%) percent or more of the Company's Common Stock, on a fully diluted basisPartnership, the Company shall not without the affirmative vote or consent of the holders of a majority of all outstanding shares of the Preferred Stock voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Incorporation, Certificate of Designation, Incorporation or the bylaws By-Laws of the Company so as to adversely affect the relative rights, preferences, qualifications, limitations or restrictions of the Preferred Stock, (ii) authorize or issue any additional equity securities of the Company or of any subsidiaries which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5% other than the issuance of equity securities or debt or other instruments convertible into equity securities those issuable (x) for upon the purpose conversion, exchange or exercise of raising additional capital, securities or rights outstanding on the Closing Date and (y) as a result pursuant to grants of an acquisition of another company by options previously granted and outstanding on the Company or its subsidiariesClosing Date under the Company's Stock Option plan, however such consent shall not be unreasonably withheld, (iii) approve any merger, consolidation, compulsory share exchange or sale of substantially all of the assets of the Company outside of the ordinary course of business, to which the Company is a party which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%party, however such consent shall not be unreasonably withheld, (iv) repurchase or redeem any equity securities or pay dividends or other distributions on any equity securities, unless all accrued and unpaid dividends on except as provided pursuant to the terms of the Preferred Stock have been paid in fullStock, (v) liquidate, dissolve, recapitalize or reorganize the Company which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%Company, (vi) incur any indebtedness for borrowed money, or guarantee indebtedness, of other persons, directly or indirectlyindirectly except with respect to any wholly owned subsidiaries, (vii) effect any fundamental changes in the nature of the Company's business, including but not limited to acquiring or investing in another business entity which entity, however such consent shall not be in a business unrelated to the business conducted by the Companyunreasonably withheld, and (viii) approve the sale or transfer of any material intangible or intellectual property, other than the issuance of licenses or sales of equipment in the ordinary course of business, however, such approval shall not be unreasonably withheld.

Voting Rights and Prohibitive Covenants. The Preferred Stock shall have full voting rights and shall be voted together with the Common Stock as one class, and the shares of Preferred Stock shall entitle the holder thereof to the number of votes as if the Preferred Stock had been converted into shares of Common Stock on the appropriate record date. So long as any an aggregate of at least five percent (5%) of the outstanding Preferred Stock (included in such 5% calculation for the denominator shall be any Preferred Stock 11249/436.3 5 which has then been converted into Common Stock) is outstanding, which, upon its conversion, would result in held by the Pioneer Partnership owning three (3%) percent or more of the Company's Common Stock, on a fully diluted basisPartnership, the Company shall not without the affirmative vote or consent of the holders of a majority of all outstanding shares of the Preferred Stock voting separately as a class (i) amend, alter or repeal any provision of the Certificate of Incorporation, Certificate of Designation, Incorporation or the bylaws By-Laws of the Company so as to adversely affect the relative rights, preferences, qualifications, limitations or restrictions of the Preferred Stock, (ii) authorize or issue any additional equity securities of the Company or of any subsidiaries which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5% other than the issuance of equity securities or debt or other instruments convertible into equity securities those issuable (x) for upon the purpose conversion, exchange or exercise of raising additional capital, securities or rights outstanding on the Closing Date and (y) as a result pursuant to grants of an acquisition of another company by options previously granted and outstanding on the Company or its subsidiariesClosing Date under the Company's Stock Option plan; provided, however however, that such consent shall not be unreasonably withheld, (iii) approve any merger, consolidation, compulsory share exchange or sale of substantially all of the assets of the Company outside of the ordinary course of business, to which the Company is a party which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%party; provided, however that such consent shall not be unreasonably withheld, (iv) repurchase or redeem any equity securities or pay dividends or other distributions on any equity securities, unless all accrued and unpaid dividends on except as provided pursuant to the terms of the Preferred Stock have been paid in fullStock, (v) liquidate, dissolve, recapitalize or reorganize the Company which would have the effect of reducing the ownership interest of the Pioneer Partnership in the Company below 4.5%Company, (vi) incur any indebtedness for borrowed money, or guarantee indebtedness, of other persons, directly or indirectlyindirectly except with respect to any wholly owned subsidiaries, (vii) effect any fundamental changes in the nature of the Company's business, including but not limited to acquiring or investing in another business entity which entity; provided, however that such consent shall not be in a business unrelated to the business conducted by the Companyunreasonably withheld, and or (viii) approve the sale or transfer of any material intangible or intellectual property, other than the issuance of licenses or sales of equipment in the ordinary course of business; provided, however, that such approval shall not be unreasonably withheld.