Common use of Voting Rights of Holders of Preferred Securities Clause in Contracts

Voting Rights of Holders of Preferred Securities. (a) Except as shall be otherwise provided in this Agreement, including without limitation, Section 16.1 of this Agreement, or in the Preferred Securities Designation for any series of Preferred Securities and except as otherwise required by the Delaware Act, the Preferred Members holding Preferred Securities shall have, with respect to such Preferred Securities, no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Members. (b) If any proposed amendment to this Agreement or the Preferred Securities Designation for any series of Preferred Securities provides for, or the Manager otherwise proposes to effect: (i) any action that would have a material adverse effect on the powers, preferences or special rights of the Preferred Securities of such series, whether by way of amendment of this Agreement, such Preferred Securities Designation or otherwise (including, without limitation, the authorization or issuance of any Interests in the Company purporting to rank, as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up of the Company, senior to the Preferred Securities of such series), or (ii) the liquidation, dissolution or winding up of the Company (in any case other than in connection with the exchange of Preferred Securities of such series for other securities pursuant to the terms of such series of Preferred Securities), 1. The Manager shall not, without the approval of the holders of at least a Majority in Liquidation Preference of the Preferred Securities, vote such CellNet Preferred Stock with respect to proposed actions that would have an adverse effect on the specific rights, preferences, privileges or voting rights of the Company with respect to the CellNet Preferred Stock, or cause the dissolution, winding-up or termination of the Company. Notwithstanding any other provision of this Agreement to the contrary, the Preferred Members shall be entitled to vote in connection with any solicitation by the Manager for the consent of the Preferred Members to the voting by the Manager of the Company's CellNet Preferred Stock. The powers, preferences or special rights of the Preferred Securities of any series will be deemed not to be adversely affected by the creation or issuance of, and no vote will be required for the creation or issuance of, any further Interests in the Company ranking junior to or pari passu with the Preferred Securities of such series with respect to voting rights or rights to payment of dividends or distributions of assets upon liquidation, dissolution or winding-up of the Company. (c) Notwithstanding any provision to the contrary herein, the first sentence of Section 14.1 of this Agreement may only be amended with the consent of each Preferred Member; provided that, to the fullest extent permitted by applicable law, any such amendment shall not permit the Preferred Members to approve any transferee of Common Securities. (d) Notwithstanding that Preferred Members holding Preferred Securities of any series are entitled to vote or consent under any of the circumstances described in this Agreement, any of the Preferred Securities of any series that are owned by CellNet or by any entity more than 50% of which is owned by CellNet, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding.

Voting Rights of Holders of Preferred Securities. (a) Except as shall be otherwise provided in this Agreement, including without limitation, Section 16.1 of this Agreementhereof, or in the Preferred Securities Designation for any series of Preferred Securities and except as otherwise required by the Delaware Act, the Preferred Members holding Preferred Securities shall have, with respect to such Preferred Securities, no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Members. (b) If any proposed amendment to this Agreement or the Preferred Securities Designation for any series of Preferred Securities provides for, or the Manager otherwise proposes to effect: (i) any action that would have a material adverse effect on the powers, preferences or special rights of the Preferred Securities of such series, whether by way of amendment of this Agreement, such Preferred Securities Designation or otherwise (including, without limitation, the authorization or issuance of any Interests in the Company purporting to rank, as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up of the Company, senior to the Preferred Securities of such series), or (ii) the liquidation, dissolution or winding up of the Company (in any case other than in connection with the exchange of Preferred Securities of such series for other securities pursuant to the terms of such series of Preferred Securities), 1. The Manager shall not, without the approval of the holders of at least a Majority in Liquidation Preference of the Preferred Securities, vote such CellNet ICG Preferred Stock with respect to proposed actions that would have an adverse effect on the specific rights, preferences, privileges or voting rights of the Company with respect to the CellNet ICG Preferred Stock, or cause the dissolution, winding-up or termination of the Company. Notwithstanding any other provision of this Agreement to the contrary, the Preferred Members shall be entitled to vote in connection with any solicitation by the Manager for the consent of the Preferred Members to the voting by the Manager of the Company's CellNet ICG Preferred Stock. The powers, preferences or special rights of the Preferred Securities of any series will be deemed not to be adversely affected by the creation or issuance of, and no vote will be required for the creation or issuance of, any further Interests in the Company ranking junior to or pari passu with the Preferred Securities of such series with respect to voting rights or rights to payment of dividends or distributions distribution of assets upon liquidation, dissolution or winding-up of the Company. (c) Notwithstanding any provision to the contrary herein, the first sentence of Section 14.1 of this Agreement may only be amended with the consent of each Preferred Member; provided that, to the fullest extent permitted by applicable law, any such amendment shall not permit the Preferred Members to approve any transferee of Common Securities. (d) Notwithstanding that Preferred Members holding Preferred Securities of any series are entitled to vote or consent under any of the circumstances described in this Agreement, any of the Preferred Securities of any series that are owned by CellNet ICG or by any entity more than 50% of which is owned by CellNetICG, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding.

Voting Rights of Holders of Preferred Securities. (a) Except as shall be otherwise provided in this Agreement, including without limitation, Section 16.1 of this Agreement, established herein or in the Preferred Securities Designation action or actions of the Managing Members providing for the issue of any series of Preferred Securities and except as otherwise required by the Delaware Act, the Preferred Members holding such Preferred Securities shall have, with respect to such Preferred Securities, no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Members. (b) If any proposed amendment (i) the Company fails to this Agreement pay dividends or other distributions in full on the Preferred Securities Designation for of any series for 30 days following the date on which such payment was due in accordance with the terms of such Preferred Securities; or (ii) an Event of Default (as defined in any Note) occurs and is continuing with respect to such Note, then the Members holding a majority in Principal Amount of the outstanding Preferred Securities provides of such series, together with Members holding any other Interests having the right to vote in such event (other than any Common Member, in its capacity as such), acting as a single class, will be entitled to cause the Company (A) to enforce the Company's rights under the applicable Note or Notes against Xxxxxx Guaranty, (B) in the case of clause (i) above, declare and pay dividends or other distributions on the Preferred Securities of such series and (C) in the case of clause (ii) above, to enforce the Company's rights under the Related Note Guarantee with respect to the Preferred Securities of such series. For purposes of determining whether the Company has failed to pay dividends in full within 30 days of the applicable payment date, dividends or other distributions shall be deemed to remain in arrears, notwithstanding any payments in respect thereof, until full cumulative dividends or other distributions have been or contemporaneously are declared and paid with respect to all dividend or other distribution periods terminating on or prior to the date of payment of such full cumulative dividends or other distributions. Not later than 30 days after the right to vote arises, the Managing Members will solicit such vote. If the Managing Members fail to solicit such vote within such 30-day period, the Members holding 10% in Principal Amount of the outstanding Preferred Securities of the series with respect to which dividends or other distributions have not been paid and such other Interests that are entitled to vote, acting as a single class, will be entitled to convene such meeting. Any such voting rights shall cease immediately, subject to the applicable terms of any Interests the holders of which were entitled to such voting rights, if, in the case of clause (i) above, the Company shall have paid in full all accumulated and unpaid dividends or other distributions on the Preferred Securities of the series with respect to which dividends or other distributions have not been paid or if, in the case of clause (ii) above, such default of Xxxxxx Guaranty shall have been cured. (c) If any resolution is proposed to be adopted by the Members providing for, or the Manager otherwise proposes Managing Members propose to take, any action to effect: (i) any action that would have a material adverse effect on variation or abrogation of the powers, preferences or and special rights of the Preferred Securities of such series, whether any series by way of amendment of this Agreement, such Preferred Securities Designation Agreement or otherwise (including, without limitation, the authorization or issuance of any Interests in the Company purporting to rankranking, as to payment of dividends participation in the profits or distribution of assets upon liquidation, dissolution or winding up of the Company, senior to the Preferred Securities), which variation or abrogation adversely affects the holders of Preferred Securities of such series), or, (ii) the liquidation, dissolution or winding up of the Company Company, or (iii) the commencement of any bankruptcy, insolvency, reorganization or other similar proceeding involving the Company, then, in the case of any case other than resolution or action described in connection with clause (i) above, the exchange of Members holding outstanding Preferred Securities of the series the powers, preferences or special rights of which are proposed to be amended and, in the case of any resolution or action described in clause (ii) or (iii) above, the Members holding any outstanding Preferred Securities or any Common Securities will be entitled to vote together as a class on such series for resolution or action of the Managing Members (but not any other securities pursuant to resolution or action) and such resolution or action shall not be effective except with the approval of the Members holding a majority in Principal Amount of such outstanding securities; provided that no such resolution or action shall, without the consent of each Preferred Member affected thereby, (1) change the terms of such series Preferred Member's Preferred Securities established pursuant to Section 7.l(b)(iii), (iv), (v), (vi), (vii), (viii), (xi) or (xii) or Section 15.5 in a manner adverse to such Preferred Member, (2) reduce the above-stated percentage of Preferred SecuritiesPrincipal Amount necessary to approve such resolution or action or (3) amend the provisions of this Section 8.1(c), 1. The Manager ; provided further, however, that no such approval shall not, without be required under clauses (i) and (ii) if the approval of the holders of at least a Majority in Liquidation Preference of the Preferred Securities, vote such CellNet Preferred Stock with respect to proposed actions that would have an adverse effect on the specific rights, preferences, privileges or voting rights dissolution of the Company with respect to is proposed or initiated upon the CellNet Preferred Stock, or cause the dissolution, winding-up or termination occurrence of any of the Company. Notwithstanding any other provision of this Agreement to the contrary, the Preferred Members shall be entitled to vote events specified in connection with any solicitation by the Manager for the consent of the Preferred Members to the voting by the Manager of the Company's CellNet Preferred StockSection 15.2(a) through (c) or (e) through (f). The powers, preferences or special rights of the Preferred Securities of any series will be deemed not to be adversely affected varied by the creation or issuance of, and no vote will be required for the creation or issuance of, any further Interests in the Company ranking junior to or pari passu with the Preferred Securities of such series with respect to voting rights or rights to payment of dividends or distributions of assets upon liquidation, dissolution or winding-up of the Companyany other series. (cd) Notwithstanding any provision to the contrary herein, the first sentence of Section 14.1 of this Agreement may only be amended with the consent of each Preferred Member; provided that, to the fullest extent permitted by applicable law, any such amendment shall not permit the Preferred Members to approve any transferee of Common Securities. (de) Notwithstanding that Preferred Members holding Preferred Securities of any series are entitled to vote or consent under any of the circumstances described in this Agreement, any of the Preferred Securities of any series that are owned by CellNet X.X. Xxxxxx or by any entity owned more than 50% of which is owned fifty percent by CellNetX.X. Xxxxxx, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding.

Voting Rights of Holders of Preferred Securities. (a) Except as shall be otherwise provided in this Agreement, including without limitation, Section 16.1 of this Agreement, established herein or in the Preferred Securities Designation action or actions of the Managing Members providing for the issue of any series of Preferred Securities and except as otherwise required by the Delaware Act, the Preferred Members holding such Preferred Securities shall have, with respect to such Preferred Securities, no right or power to vote on any question or matter or in any proceeding or to be represented at, or to receive notice of, any meeting of Members. (b) If any proposed amendment (i) the Company fails to this Agreement pay dividends or other distributions in full on the Preferred Securities Designation for of any series for 30 days following the date on which such payment was due in accordance with the terms of such Preferred Securities; or (ii) an Event of Default (as defined in any Note) occurs and is continuing with respect to such Note, then the Members holding a majority in Principal Amount of the outstanding Preferred Securities provides of such series, together with Members holding any other Interests having the right to vote in such event (other than any Common Member, in its capacity as such), acting as a single class, will be entitled to cause the Company to enforce the Company's rights under the applicable Note or Notes against Xxxxxx Guaranty and, in the case of clause (i) above, declare and pay dividends or other distributions on the Preferred Securities of such series. For purposes of determining whether the Company has failed to pay dividends in full within 30 days of the applicable payment date, dividends or other distributions shall be deemed to remain in arrears, notwithstanding any payments in respect thereof, until full cumulative dividends or other distributions have been or contemporaneously are declared and paid with respect to all dividend or other distribution periods terminating on or prior to the date of payment of such full cumulative dividends or other distributions. Not later than 30 days after the right to vote arises, the Managing Members will solicit such vote. If the Managing Members fail to solicit such vote within such 30-day period, the Members holding 10% in Principal Amount of the outstanding Preferred Securities of the series with respect to which dividends or other distributions have not been paid and such other Interests that are entitled to vote, acting as a single class, will be entitled to convene such meeting. Any such voting rights shall cease immediately, subject to the applicable terms of any Interests the holders of which were entitled to such voting rights, if, in the case of clause (i) above, the Company shall have paid in full all accumulated and unpaid dividends or other distributions on the Preferred Securities of the series with respect to which dividends or other distributions have not been paid or if, in the case of clause (ii) above, such default of Xxxxxx Guaranty shall have been cured. (c) If any resolution is proposed to be adopted by the Members providing for, or the Manager otherwise proposes Managing Members propose to take, any action to effect: (i) any action that would have a material adverse effect on variation or abrogation of the powers, preferences or and special rights of the Preferred Securities of such series, whether any series by way of amendment of this Agreement, such Preferred Securities Designation Agreement or otherwise (including, without limitation, the authorization or issuance of any Interests in the Company purporting to rankranking, as to payment of dividends participation in the profits or distribution of assets upon liquidation, dissolution or winding up of the Company, senior to the Preferred Securities), which variation or abrogation adversely affects the holders of Preferred Securities of such series), or, (ii) the liquidation, dissolution or winding up of the Company Company, or (iii) the commencement of any bankruptcy, insolvency, reorganization or other similar proceeding involving the Company, then, in the case of any case other than resolution or action described in connection with clause (i) above, the exchange of Members holding outstanding Preferred Securities of the series the powers, preferences or special rights of which are proposed to be amended and, in the case of any resolution or action described in clause (ii) or (iii) above, the Members holding any outstanding Preferred Securities (and, in the case of any resolution or action described in clause (i) above which would adversely affect the powers, preferences or special rights of any Company Dividend Parity Securities or any Company Liquidation Parity Securities, such series for Company Dividend Parity Securities or such Company Liquidation Parity Securities, as the case may be, or, in the case of any resolution or action described in clause (ii) above, all Company Liquidation Parity Securities or, in the case of any resolution or action described in clause (iii) above, all Members holding outstanding Preferred Securities, any Company Dividend Parity Securities and any Company Liquidation Parity Securities (other than Members holding any such securities pursuant that are also creditors of X.X. Xxxxxx or any of its subsidiaries)) will be entitled to vote together as a class on such resolution or action of the Managing Members (but not any other resolution or action) and such resolution or action shall not be effective except with the approval of the Members holding a majority in Principal Amount of such outstanding securities; provided that no such resolution or action shall, without the consent of each Preferred Member affected thereby, (1) change the terms of such series Preferred Member's Preferred Securities established pursuant to Section 7.l(b)(iii), (iv), (v), (vi), (vii), (viii), (xi) or (xii), Section 9.3 or Section 15.5 in a manner adverse to such Preferred Member, (2) reduce the above-stated percentage of Preferred SecuritiesPrincipal Amount necessary to approve such resolution or action or (3) amend the provisions of this Section 8.1(c), 1. The Manager ; provided further, however, that no such approval shall not, without be required under clauses (i) and (ii) if the approval of the holders of at least a Majority in Liquidation Preference of the Preferred Securities, vote such CellNet Preferred Stock with respect to proposed actions that would have an adverse effect on the specific rights, preferences, privileges or voting rights dissolution of the Company with respect to is proposed or initiated upon the CellNet Preferred Stock, or cause the dissolution, winding-up or termination occurrence of any of the Company. Notwithstanding any other provision of this Agreement to the contrary, the Preferred Members shall be entitled to vote events specified in connection with any solicitation by the Manager for the consent of the Preferred Members to the voting by the Manager of the Company's CellNet Preferred StockSection 15.2(a) through (c) or (e) through (f). The powers, preferences or special rights of the Preferred Securities of any series will be deemed not to be adversely affected varied by the creation or issuance of, and no vote will be required for the creation or issuance of, any further Interests in the Company ranking junior to or pari passu with or junior to the Preferred Securities of such any series with respect to voting rights or rights to payment of dividends participate in the profits or distributions of assets upon liquidation, dissolution or winding-up of the Company. (cd) Notwithstanding any provision to the contrary herein, the first sentence of Section 14.1 of this Agreement may only be amended with the consent of each Preferred Member; provided that, to the fullest extent permitted by applicable law, any such amendment shall not permit the Preferred Members to approve any transferee of Common Securities. (de) Notwithstanding that Preferred Members holding Preferred Securities of any series are entitled to vote or consent under any of the circumstances described in this Agreement, any of the Preferred Securities of any series that are owned by CellNet X.X. Xxxxxx or by any entity owned more than 50% of which is owned fifty percent by CellNetX.X. Xxxxxx, either directly or indirectly, shall not be entitled to vote or consent and shall, for the purposes of such vote or consent, be treated as if they were not outstanding.