Common use of Voting Shares Clause in Contracts

Voting Shares. (a) Prior to the execution of this Agreement, one Voting Share was issued to the Organizational Shareholder. The designations, preferences and relative, participating, optional or other special rights, powers and duties relating to the Voting Shares are as set forth in this Section 4.02. Each Voting Share shall be identical in every respect with each other Voting Share. (b) The Record Holders of Voting Shares shall be entitled to one vote per Voting Share on matters submitted to a vote or consent of the Record Holders of Voting Shares, as provided in Section 4.02(c) and elsewhere in this Agreement; provided, however, that neither any Record Holder of Voting Shares nor any of its Affiliates may vote any Voting Shares with respect to a matter that is presented to the Record Holders of Voting Shares pursuant to Section 4.02(c) in order to determine the manner in which I-Units shall be voted with respect to any of the following matters: (i) a proposed amendment to the Partnership Agreement pursuant to Section 1.6 of the Partnership Agreement; (ii) the proposed conversion of the Partnership into another type of legal entity pursuant to Section 1.6 of the Partnership Agreement; (iii) any vote required to be taken under Section 11.2(a) of the Partnership Agreement with respect to the proposed transfer by the general partner of the Partnership of all, but not less than all, of its Partnership Interest (as defined in the Partnership Agreement) as the general partner of the Partnership to a single transferee and the admission of such transferee as a general partner of the Partnership; (iv) the election of a successor general partner pursuant to Section 13.1(b) of the Partnership Agreement upon the withdrawal of the general partner of the Partnership pursuant to Section 13.1(a)(i) of the Partnership Agreement; (v) the proposed removal of the general partner of the Partnership and the election of a successor general partner in connection therewith pursuant to Section 13.2 of the Partnership Agreement; or (vi) a proposed amendment to the Partnership Agreement for which a class vote of the I-Units is required pursuant to Section 15.3(c) of the Partnership Agreement. (c) Subject to the limitations set forth in Section 4.02(b), the Company or the Board of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as a record holder of I-Units in order to ascertain the manner in which such I-Units shall be voted. The Company shall vote, or not vote, as the case may be, the I-Units that it owns in the following manner: (i) for each Voting Share or fraction thereof that has been voted “for” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “for” such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “for” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “for” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “for” such corresponding matter when presented to the record holder of I-Units; (ii) for each Voting Share or fraction thereof that has been voted “against” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “against” such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “against” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “against” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “against” such corresponding matter when presented to the record holder of I-Units; (iii) for each Voting Share or fraction thereof that has abstained from the vote on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares that have abstained from voting on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units; and (iv) for each Voting Share or fraction thereof that has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall not vote one I-Unit or equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares not voted on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares not voted on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units not voting on such corresponding matter when presented to the record holder of I-Units. (d) In the event that (i) the Partnership makes a cash distribution in respect of its Common Units that results in an increase in the number of outstanding I-Units pursuant to Section 5.10(a) of the Partnership Agreement, or (ii) the Partnership engages in a merger, consolidation, exchange, reorganization, recapitalization or similar transaction pursuant to which the record holders of Common Units receive a cash distribution and the number of I-Units held by the record holders of I-Units is increased, the Company shall make a Share Distribution of additional Voting Shares in respect of its Outstanding Voting Shares and fractional Voting Shares in an amount per whole Voting Share equal to the quotient obtained by dividing the amount of the cash distribution to be made by the Partnership in respect of each Common Unit by the Average Market Price per Listed Share. A Share Distribution in respect of a Voting Share or fractional Voting Share pursuant to this Section 4.02(d) shall be made on the date on which the Partnership makes the related cash distribution in respect of each Common Unit. Each fractional Voting Share that is created as a result of any Share Distribution in respect of Voting Shares pursuant to this Section 4.02(d) shall be equal to and represented by a fraction that is calculated to six decimal places (without rounding), and any calculation that would result in a fractional interest in excess of one-millionth (1/1,000,000) of a Voting Share shall be disregarded without payment or other consideration and shall not be accumulated. Each Voting Share or fraction thereof issued as a Share Distribution shall bear a date of original issuance that is the same as the date on which such Share Distribution was made and shall be duly authorized, fully paid and nonassessable. The Company shall identify the Record Holders entitled to receive any Share Distributions pursuant to this Section 4.02(d) in accordance with Section 3.05. Except as provided in this Section 4.02(d) and Sections 4.01(b) and 4.04, no Share Distribution shall be made in respect of Voting Shares. Except as otherwise provided in Section 7.02, no distribution in respect of Voting Shares shall be made in cash.

Voting Shares. (a) Prior The Shareholder agrees to the execution cause all Shares held by it to be present for quorum, whether by issuance of this Agreementa proxy or otherwise, one Voting Share was issued to the Organizational Shareholder. The designations, preferences and relative, participating, optional or for all other special rights, powers and duties relating to the Voting Shares are as set forth in this Section 4.02. Each Voting Share shall be identical in every respect with each other Voting Share. (b) The Record Holders purposes at all shareholders meetings of Voting Shares shall be entitled to one vote per Voting Share on matters submitted to a vote or consent of the Record Holders of Voting Shares, as provided in Section 4.02(c) and elsewhere in this AgreementLukoil; provided, however, that neither to the extent any Record Holder Shares Beneficially Owned by the Shareholder are held in the form of Voting Lukoil DRs, the Shareholder shall be deemed to have satisfied its obligations under this Section and other voting obligations under this Agreement if it has instructed the applicable depositary to vote the applicable Shares nor as required by this Agreement. (b) With respect to any shareholder vote relating to the appointment of its Affiliates may the president of Lukoil, the Shareholder agrees to vote all Shares held and/or Beneficially Owned by it for the president of Lukoil as of the date hereof (the “Current President”) if the Current President is nominated or, if the person nominated for president of Lukoil is not the Current President, then in the manner recommended by the Current President and the Lukoil Board (determined by a simple majority vote of the Lukoil Board). (c) The Shareholder shall not: (1) grant any Voting Shares proxy with respect to the Shares or enter into or agree to be bound by any voting trust or similar arrangement with other shareholders other than Lukoil (if applicable) and its Affiliates and any depositary for Lukoil DRs; (2) enter into any shareholders’ agreement or other similar arrangement (whether written or oral) with any person with respect to the nomination or election of any director, or the acquisition, ownership, transfer or other disposition or voting of its Shares; or (3) act as a member of a group with, or seek or solicit any vote or proxy to vote from, directly or indirectly, any other Person in connection with a matter subject to a vote of Lukoil’s shareholders in a manner that is presented inconsistent with any obligations of the Shareholder under this Agreement; provided that the foregoing shall not limit the Shareholder’s rights to vote, acquire or transfer its Shares in accordance with the Record Holders terms of Voting Shares pursuant to Section 4.02(cthis Agreement; provided further that the foregoing shall not prohibit the Shareholder from disclosing (publicly or privately) in order to determine the manner in which I-Units shall be voted its voting intentions with respect to any matter submitted to a vote of the following matters:Lukoil shareholders; provided further that the foregoing shall not apply 48.1 Issues proposed for a shareholder approval that do not include an amendment of the Charter altering or deleting the Charter Amendments or any matter proposed to be implemented in breach of any restriction in the Charter Amendments); provided further that the foregoing shall not apply in respect of any resolution proposed at a meeting of Lukoil shareholders in relation to any Interested-Party Transaction. (id) The Shareholder agrees to cause all Shares held by it to be voted in favor of the Charter Amendments at any meeting of Lukoil’s shareholders. (e) Notwithstanding any other provision of this Section 5.2, the Shareholder’s obligations under Section 5.2(c) shall no longer be applicable (other than with respect to Article 48.1 Issues that do not include a proposed amendment to the Partnership Agreement pursuant to Section 1.6 of Charter altering or deleting the Partnership Agreement; (ii) the Charter Amendments or any matter proposed conversion of the Partnership into another type of legal entity pursuant to Section 1.6 of the Partnership Agreement; (iii) any vote required to be taken under Section 11.2(a) implemented in breach of the Partnership Agreement with respect to the proposed transfer by the general partner of the Partnership of all, but not less than all, of its Partnership Interest (as defined any restriction in the Partnership AgreementCharter Amendments) if at any time after the Charter Amendments have been passed and as the general partner of the Partnership to a single transferee long as they remain in full force and the admission of such transferee effect an arbitral tribunal in an accelerated proceeding as a general partner of the Partnership; (iv) the election of a successor general partner pursuant to Section 13.1(b) of the Partnership Agreement upon the withdrawal of the general partner of the Partnership pursuant to Section 13.1(a)(i) of the Partnership Agreement; (v) the proposed removal of the general partner of the Partnership and the election of a successor general partner in connection therewith pursuant to Section 13.2 of the Partnership Agreement; or (vi) a proposed amendment to the Partnership Agreement for which a class vote of the I-Units is required pursuant to Section 15.3(c) of the Partnership Agreement. (c) Subject to the limitations set forth described in Section 4.02(b), the Company or the Board of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as a record holder of I-Units in order to ascertain the manner in which such I-Units shall be voted. The Company shall vote, or not vote, as the case may be, the I-Units that it owns in the following manner: (i9.9(e) for each Voting Share or fraction thereof that has been voted “for” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “for” such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “for” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “for” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “for” such corresponding matter when presented to the record holder of I-Units; (ii) for each Voting Share or fraction thereof that has been voted “against” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “against” such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “against” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “against” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “against” such corresponding matter when presented to the record holder of I-Units; (iii) for each Voting Share or fraction thereof that has abstained from the vote on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares that have abstained from voting on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units; and (iv) for each Voting Share or fraction thereof that has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall not vote one I-Unit or equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares not voted on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares not voted on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units not voting on such corresponding matter when presented to the record holder of I-Units. (d) In the event determines that (i) the Partnership makes a cash distribution Lukoil is in respect material breach of any of its Common Units that results in an increase in the number of outstanding I-Units pursuant to Section 5.10(a) of the Partnership Agreement, obligations under Article IV or V or (ii) the Partnership engages Lukoil would be in a merger, consolidation, exchange, reorganization, recapitalization or similar transaction pursuant to which the record holders of Common Units receive a cash distribution and the number of I-Units held by the record holders of I-Units is increased, the Company shall make a Share Distribution of additional Voting Shares in respect material breach of its Outstanding Voting Shares and fractional Voting Shares in an amount per whole Voting Share equal obligations under Article IV or V but for the fact that Russian law would not permit Lukoil to the quotient obtained by dividing the amount of the cash distribution to be made by the Partnership in respect of each Common Unit by the Average Market Price per Listed Share. A Share Distribution in respect of a Voting Share or fractional Voting Share pursuant to this Section 4.02(d) shall be made on the date on which the Partnership makes the related cash distribution in respect of each Common Unit. Each fractional Voting Share that is created as a result of any Share Distribution in respect of Voting Shares pursuant to this Section 4.02(d) shall be equal to and represented by a fraction that is calculated to six decimal places (without rounding), and any calculation that would result in a fractional interest in excess of one-millionth (1/1,000,000) of a Voting Share shall be disregarded without payment or other consideration and shall not be accumulated. Each Voting Share or fraction thereof issued as a Share Distribution shall bear a date of original issuance that is the same as the date on which comply with such Share Distribution was made and shall be duly authorized, fully paid and nonassessable. The Company shall identify the Record Holders entitled to receive any Share Distributions pursuant to this Section 4.02(d) in accordance with Section 3.05. Except as provided in this Section 4.02(d) and Sections 4.01(b) and 4.04, no Share Distribution shall be made in respect of Voting Shares. Except as otherwise provided in Section 7.02, no distribution in respect of Voting Shares shall be made in cashobligations.

Voting Shares. (a) Prior to the execution of this Agreement, one (1) Voting Share was issued to the Organizational Shareholder. The Organizational Shareholder and its Affiliates shall be the sole Record Holders of Voting Shares. The designations, preferences and relative, participating, optional or other special rights, powers and duties relating to the Voting Shares are as set forth in this Section 4.024.2. Each Voting Share shall be identical in every respect with each other Voting Share. (b) The Record Holders of Voting Shares shall be entitled to one vote per Voting Share on matters submitted to a vote or consent of the Record Holders of Voting Shares, as provided in Section 4.02(cSubsection 4.2(d) and elsewhere in this Agreement; provided, however, that neither any Record Holder of Voting Shares nor any of its Affiliates may vote any Voting Shares with respect to a matter that is presented to the Record Holders of Voting Shares pursuant to Section 4.02(cSubsection 4.2(d) in order to determine the manner in which I-Units shall be voted with respect to any of the following matters: (i) a the proposed amendment to removal of the Partnership Agreement pursuant to general partner of KMEP under Section 1.6 13.2 of the Partnership Agreement; , (ii) the proposed conversion of the Partnership into another type of legal entity pursuant to Section 1.6 of the Partnership Agreement; (iii) any vote required to be taken under Section 11.2(a) of the Partnership Agreement with respect to the proposed transfer by the general partner of the Partnership of all, but not less than all, of its the Partnership Interest (as defined in the Partnership Agreement) as of the general partner of the Partnership to a single transferee KMEP and the admission of any such transferee as a general partner of KMEP, (iii) a proposed amendment to the Partnership; terms of the I-Units pursuant to Subsection 15.2 of the Partnership Agreement that would have a material adverse effect on the rights and preferences of the I-Units in relation to other classes of Units, as determined in the sole discretion of the Board of Directors, or (iv) the election of a successor general partner pursuant to Section 13.1(b) of the Partnership Agreement upon the proposed withdrawal of the general partner of the Partnership KMEP pursuant to Section 13.1(a)(i) of the Partnership Agreement; (v) the proposed removal of the general partner of the Partnership and the election of a successor general partner in connection therewith pursuant to Section 13.2 of the Partnership Agreement; or (vi) a proposed amendment to the Partnership Agreement for which a class vote of the I-Units is required pursuant to Section 15.3(c13.1(b)(i) of the Partnership Agreement. (c) Subject to the limitations set forth Except as otherwise provided in Subsection 4.1(b) and Section 4.02(b)4.5, the Company or the Board a Share Distribution in respect of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as a record holder of I-Units in order to ascertain the manner in which such I-Units shall be voted. The Company shall vote, or not vote, as the case may be, the I-Units that it owns in the following manner: (i) for each Voting Share or fraction thereof that has been voted “for” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “for” such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “for” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “for” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “for” such corresponding matter when presented to the record holder of I-Units; (ii) for each Voting Share or fraction thereof that has been voted “against” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “against” such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “against” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “against” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “against” such corresponding matter when presented to the record holder of I-Units; (iii) for each Voting Share or fraction thereof that has abstained from the vote on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares that have abstained from voting on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units; and (iv) for each Voting Share or fraction thereof that has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall not vote one I-Unit or equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares not voted on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares not voted on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units not voting on such corresponding matter when presented to the record holder of I-Units. (d) In be made only in the event that (i) the Partnership KMEP makes a cash distribution in respect of its each Common Units that results in Unit and makes a corresponding distribution of an increase in the number of outstanding additional I-Units pursuant to Section 5.10(a) Unit, or fraction thereof, in respect of the Partnership Agreementeach I-Unit, or (ii) the Partnership engages in a merger, consolidation, exchange, reorganization, recapitalization or similar transaction pursuant to which the record holders of Common Units and Class B Units receive a cash distribution and the number record holder of I-Units held by the record holders receives a corresponding distribution of additional I-Units is increasedUnits, the Company shall make a or fractions thereof; and no other Share Distribution of additional Voting Shares shall be made in respect of its Outstanding Voting Shares and fractional Voting Shares Shares. Such Share Distribution in an amount per whole respect of each Voting Share shall be made on the date on which KMEP makes a cash distribution in respect of each Common Unit. Each such Share Distribution per Voting Share shall be an additional Voting Share, or a fraction thereof, equal to the quotient obtained by dividing the amount of the cash distribution to be made by the Partnership KMEP in respect of each Common Unit divided by the Average Market Price per Listed Share. A Share Distribution Except as otherwise provided in respect of a Voting Share or fractional Voting Share pursuant to this Section 4.02(d) shall be made on the date on which the Partnership makes the related cash 7.2, no distribution in respect of each Common UnitVoting Shares shall be made in cash. Each fractional Voting Share that is created as a result of any Share Distribution in respect of Voting Shares pursuant to this Section 4.02(dSubsection 4.2(c) shall be equal to and represented by a fraction that is calculated to six decimal places (without rounding), and any calculation that would result in a fractional interest in excess of one-millionth (1/1,000,000) of a Voting Share shall be disregarded without payment or other consideration and shall not be accumulated. Each Voting Share or fraction thereof issued as a Share Distribution shall bear a date of original issuance that which is the same as the date on which such Share Distribution was made and shall be duly authorized, fully paid and nonassessable. The Company shall identify the Record Holders entitled to receive any Share Distributions pursuant to this Section 4.02(dSubsection 4.2(c) in accordance with Section 3.053.5. (d) The Partnership Agreement provides that, except with respect to certain matters, including certain amendments to the Partnership Agreement, the transfer of all, but not less than all, of the Partnership Interest (as defined in the Partnership Agreement) of the general partner of KMEP, the withdrawal of the general partner of KMEP and the treatment of KMEP as an association taxable as a corporation or other entity for federal income tax purposes, I-Units, Class B Units and Common Units are entitled to vote together as a single class, and each I-Unit is entitled to one vote. Except The Company or the Board of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as provided a record holder of I-Units in this Section 4.02(d) and Sections 4.01(b) and 4.04, no Share Distribution order to ascertain the manner in which such I-Units shall be made in respect voted. For each Voting Share or fraction thereof that has been voted “for” the matter presented to the Record Holders of Voting Shares. Except as otherwise provided in Section 7.02, no distribution in respect the Company shall vote one I-Unit or an equivalent fraction “for” such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “for” such matter presented to the Record Holders of Voting Shares, in addition to the number of Listed Shares voted “for” such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall be made equal the number of I-Units voting “for” such corresponding matter when presented to the record holder of I-Units. For each Voting Share or fraction thereof that has been voted “against” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “against” such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “against” such matter presented to the Record Holders of Voting Shares, in cashaddition to the number of Listed Shares voted “against” such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall equal the number of I-Units voting “against” such corresponding matter when presented to the record holder of I-Units. For each Voting Share or fraction thereof that has abstained from the vote or has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting or have not been voted on such matter presented to the Record Holders of Voting Shares, in addition to the number of Listed Shares that have abstained from voting or have not been voted on such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units.

Voting Shares. (a) Prior to the execution of this Agreement, one (1) Voting Share was issued to the Organizational Shareholder. The Organizational Shareholder and its Affiliates shall be the sole Record Holders of Voting Shares. The designations, preferences and relative, participating, optional or other special rights, powers and duties relating to the Voting Shares are as set forth in this Section 4.024.2. Each Voting Share shall be identical in every respect with each other Voting Share. (b) The Record Holders of Voting Shares shall be entitled to one vote per Voting Share on matters submitted to a vote or consent of the Record Holders of Voting Shares, as provided in Section 4.02(cSubsection 4.2(d) and elsewhere in this Agreement; provided, however, that neither any Record Holder of Voting Shares nor any of its Affiliates may vote any Voting Shares with respect to a matter that is presented to the Record Holders of Voting Shares pursuant to Section 4.02(cSubsection 4.2(d) in order to determine the manner in which I-Units shall be voted with respect to any of the following matters: (i) a the proposed amendment to removal of the Partnership Agreement pursuant to general partner of KMEP under Section 1.6 13.2 of the Partnership Agreement; , (ii) the proposed conversion of the Partnership into another type of legal entity pursuant to Section 1.6 of the Partnership Agreement; (iii) any vote required to be taken under Section 11.2(a) of the Partnership Agreement with respect to the proposed transfer by the general partner of the Partnership of all, but not less than all, of its the Partnership Interest (as defined in the Partnership Agreement) as of the general partner of the Partnership to a single transferee KMEP and the admission of any such transferee as a general partner of KMEP, (iii) a proposed amendment to the Partnership; terms of the I-Units pursuant to Subsection 15.2 of the Partnership Agreement that would have a material adverse effect on the rights and preferences of the I-Units in relation to other classes of Units, as determined in the sole discretion of the Board of Directors, or (iv) the election of a successor general partner pursuant to Section 13.1(b) of the Partnership Agreement upon the proposed withdrawal of the general partner of the Partnership KMEP pursuant to Section 13.1(a)(i) of the Partnership Agreement; (v) the proposed removal of the general partner of the Partnership and the election of a successor general partner in connection therewith pursuant to Section 13.2 of the Partnership Agreement; or (vi) a proposed amendment to the Partnership Agreement for which a class vote of the I-Units is required pursuant to Section 15.3(c13.1(b)(i) of the Partnership Agreement. (c) Subject to the limitations set forth Except as otherwise provided in Subsection 4.1(b) and Section 4.02(b)4.5, the Company or the Board a Share Distribution in respect of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as a record holder of I-Units in order to ascertain the manner in which such I-Units shall be voted. The Company shall vote, or not vote, as the case may be, the I-Units that it owns in the following manner: (i) for each Voting Share or fraction thereof that has been voted “for” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “for” such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “for” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “for” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “for” such corresponding matter when presented to the record holder of I-Units; (ii) for each Voting Share or fraction thereof that has been voted “against” the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction “against” such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted “against” such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares voted “against” such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units voting “against” such corresponding matter when presented to the record holder of I-Units; (iii) for each Voting Share or fraction thereof that has abstained from the vote on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares that have abstained from voting on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units; and (iv) for each Voting Share or fraction thereof that has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall not vote one I-Unit or equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares not voted on such matter presented to the Record Holders of Voting Shares, when added to the number of Outstanding Listed Shares not voted on such matter presented to the Record Holders of Outstanding Listed Shares pursuant to Section 4.03(c), shall equal the number of I-Units not voting on such corresponding matter when presented to the record holder of I-Units. (d) In be made only in the event that (i) the Partnership KMEP makes a cash distribution in respect of its each Common Units that results in Unit and makes a corresponding distribution of an increase in the number of outstanding additional I-Units pursuant to Section 5.10(a) Unit, or fraction thereof, in respect of the Partnership Agreementeach I-Unit, or (ii) the Partnership engages in a merger, consolidation, exchange, reorganization, recapitalization or similar transaction pursuant to which the record holders of Common Units and Class B Units receive a cash distribution and the number record holder of I-Units held by the record holders receives a corresponding distribution of additional I-Units is increasedUnits, the Company shall make a or fractions thereof; and no other Share Distribution of additional Voting Shares shall be made in respect of its Outstanding Voting Shares and fractional Voting Shares Shares. Such Share Distribution in an amount per whole respect of each Voting Share shall be made on the date on which KMEP makes a cash distribution in respect of each Common Unit. Each such Share Distribution per Voting Share shall be an additional Voting Share, or a fraction thereof, equal to the quotient obtained by dividing the amount of the cash distribution to be made by the Partnership KMEP in respect of each Common Unit divided by the Average Market Price per Listed Share. A Share Distribution Except as otherwise provided in respect of a Voting Share or fractional Voting Share pursuant to this Section 4.02(d) shall be made on the date on which the Partnership makes the related cash 7.2, no distribution in respect of each Common UnitVoting Shares shall be made in cash. Each fractional Voting Share that is created as a result of any Share Distribution in respect of Voting Shares pursuant to this Section 4.02(dSubsection 4.2(c) shall be equal to and represented by a fraction that is calculated to six decimal places (without rounding), and any calculation that would result in a fractional interest in excess of one-millionth (1/1,000,000) of a Voting Share shall be disregarded without payment or other consideration and shall not be accumulated. Each Voting Share or fraction thereof issued as a Share Distribution shall bear a date of original issuance that which is the same as the date on which such Share Distribution was made and shall be duly authorized, fully paid and nonassessable. The Company shall identify the Record Holders entitled to receive any Share Distributions pursuant to this Section 4.02(dSubsection 4.2(c) in accordance with Section 3.053.5. (d) The Partnership Agreement provides that, except with respect to certain matters, including certain amendments to the Partnership Agreement, the transfer of all, but not less than all, of the Partnership Interest (as defined in the Partnership Agreement) of the general partner of KMEP, the withdrawal of the general partner of KMEP and the treatment of KMEP as an association taxable as a corporation or other entity for federal income tax purposes, I-Units, Class B Units and Common Units are entitled to vote together as a single class, and each I-Unit is entitled to one vote. Except The Company or the Board of Directors shall submit to the vote of the Record Holders of Voting Shares any matter on which the Company is entitled to vote as provided a record holder of I-Units in this Section 4.02(d) and Sections 4.01(b) and 4.04, no Share Distribution order to ascertain the manner in which such I-Units shall be made in respect voted. For each Voting Share or fraction thereof that has been voted "for" the matter presented to the Record Holders of Voting Shares. Except as otherwise provided in Section 7.02, no distribution in respect the Company shall vote one I-Unit or an equivalent fraction "for" such corresponding matter when presented to the record holder of I-Units, such that the number of Voting Shares voted "for" such matter presented to the Record Holders of Voting Shares, in addition to the number of Listed Shares voted "for" such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall be made equal the number of I-Units voting "for" such corresponding matter when presented to the record holder of I-Units. For each Voting Share or fraction thereof that has been voted "against" the matter presented to the Record Holders of Voting Shares, the Company shall vote one I-Unit or an equivalent fraction "against" such matter when presented to the record holder of I-Units, such that the number of Voting Shares voted "against" such matter presented to the Record Holders of Voting Shares, in cashaddition to the number of Listed Shares voted "against" such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall equal the number of I-Units voting "against" such corresponding matter when presented to the record holder of I-Units. For each Voting Share or fraction thereof that has abstained from the vote or has not been voted, whether by broker non-vote or otherwise, on the matter presented to the Record Holders of Voting Shares, the Company shall abstain from voting one I-Unit or an equivalent fraction on such matter when presented to the record holder of I-Units, such that the number of Voting Shares that have abstained from voting or have not been voted on such matter presented to the Record Holders of Voting Shares, in addition to the number of Listed Shares that have abstained from voting or have not been voted on such matter presented to the Record Holders of Listed Shares pursuant to Subsection 4.3(c), shall equal the number of I-Units abstaining from voting on such corresponding matter when presented to the record holder of I-Units.