Certain Voting Rights. So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, in...
Certain Voting Rights. So long as any Series D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than (A) Security Capital U.S. Realty, Security Capital Holdings, S.A. or their affiliates (if issued upon arm's length terms in the good faith determination of the board of directors of the General Partner) or (B) the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Partnership Agreement, whether by merger, consolidation or otherwise, that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series D Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of a merger, consolidation or a sale or lease of all of the Partnership's assets as an entirety, so long as (a) the Partnership is the surviving entity and the Series D Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity is a partnership, limited liability company or other pass-through entity organized under the laws of any state and substitutes the Series D Preferred Units for other interests in such entity having substantially the same terms and rights as the Series...
Certain Voting Rights. No Second Lien Creditor shall, without the consent of the First Lien Agent, directly or indirectly propose, support or vote in favor of any a plan of reorganization or arrangement or similar dispositive restructuring plan in connection with an Insolvency Proceeding that provides for treatment of the First Lien Creditors, the First Lien Obligations, the Second Lien Creditors or the Second Lien Obligations in a manner, or that is otherwise, inconsistent with this Agreement.
Certain Voting Rights. So long as any shares of Series A --------------------- Preferred Stock are outstanding, the Company shall not (1) without the consent or vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting separately as a class, (a) amend, alter, or repeal or otherwise change any provision of the Certificate of Incorporation of the Company or this Section of the Certificate of Designation if such amendment, alteration, repeal or change would materially and adversely affect the rights, preferences, powers or privileges of the Series A Preferred Stock, or (b) authorize, create, issue or increase the authorized or issued amount of any class or series of any equity securities of the Company, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of the Company, ranking prior to the Series A Preferred Stock, either as to dividend rights or rights on liquidation, dissolution or winding up of the Company; or (2) without the consent or vote of the holders of at least fifty percent of the outstanding shares of Series A Preferred Stock, voting separately as a class, incur any Indebtedness which is senior in right of payment to the Series A Preferred Stock. For purposes of this paragraph VI.C., "Indebtedness" shall mean (i) indebtedness for money borrowed, (ii) indebtedness evidenced by notes, debentures, bonds or other securities, and (iii) any renewals, deferrals, increases or extensions of indebtedness of the kinds described in the preceding clauses (i) and (ii), but shall not include any of the foregoing types of indebtedness incurred by a subsidiary of the Company, or the proceeds of which are to be applied to redeem or repurchase all then outstanding shares of Series A Preferred Stock. The creation or issuance of stock that is Parity Stock or Junior Stock in respect of the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company, or a merger, consolidation, reorganization or other business combination in which the Company is not the surviving or successor entity, or an amendment that increases the number of authorized shares of Series A Preferred Stock or substitutes the surviving entity in a merger or consolidation for the Company, shall not be deemed to be a material and adverse change requiring a vote of the holders of shares of Series A Preferred Stock pursuant to this paragraph VI.C.
Certain Voting Rights. So long as any Series D Preferred Units remains outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series D Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series D Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or
Certain Voting Rights. If GS has the right to exercise any Specified Voting Right in relation to any consent, vote, direction proposal or resolution arising at any time while this Transaction is outstanding, then:
Certain Voting Rights. The affirmative vote or consent of the holders of at least 67% of the outstanding Series A Preferred Shares will be required (i) to authorize, create or issue, or increase the authorized, created or issued amount of, any class or series of stock which shall, as to dividends or distribution of assets, rank senior to the Series A Preferred Shares, or reclassify any authorized class or series of stock of the Corporation into any such stock, or authorize, create or issue any obligation or security convertible into or evidencing the right to purchase any such stock or (ii) amend, alter, repeal or change the provisions of the Corporation’s Articles of Incorporation (including this Section C and the terms of the Series A Preferred Shares), including, without limitation, by consolidation or merger, so as to adversely affect the voting powers, preferences or rights of the holders of Series A Preferred Shares. Notwithstanding the foregoing, but subject to clause (i) above, an alteration or change to the provisions of the Corporation’s Articles of Incorporation shall not be deemed to affect the voting powers, preferences or special rights of the holders of the Series A Preferred Shares, provided that: (x) the Series A Preferred Shares remain outstanding with the terms thereof unchanged; or (y) the Series A Preferred Shares are converted in a merger or consolidation transaction into shares of the surviving or successor corporation or the direct or indirect parent of the surviving or successor corporation having terms identical to the terms of the Series A Preferred Shares set forth herein and the terms and number of authorized and issued shares of any stock that is senior to the Series A Preferred Shares of the issuer are also identical to the terms and number of authorized and issued shares of senior stock of the Corporation immediately prior to such merger or consolidation transaction. The above notwithstanding, an increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock or an increase in the amount of authorized shares of any such series, in each case ranking on a parity with or junior to the Series A Preferred Shares with respect to payment of dividends or distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to adversely affect the voting powers, preferences or rights of the holders of the Series A Preferred Shares.
Certain Voting Rights. The Issuer, the Indenture Trustee and the Noteholders (by their acceptance of the Senior Notes) agree that in exercising the contractual rights of the Issuer pursuant to the grant of the Security for the Senior Notes (including, without limitation, all such
Certain Voting Rights. No Term Loan Creditor shall, without the consent of the ABL Agent, directly or indirectly propose, support or vote in favor of any a plan of reorganization or similar dispositive restructuring plan in connection with an Insolvency Proceeding that provides for treatment of the ABL Creditors, the ABL Obligations, the Term Loan Creditors or the Term Loan Obligations in a manner, or that is otherwise, inconsistent with this Agreement. No ABL Creditor shall, without the consent of the Term Lender, directly or indirectly propose, support or vote in favor of any a plan of reorganization or similar dispositive restructuring plan in connection with an Insolvency Proceeding that provides for treatment of the Term Loan Creditors, the Term Loan Obligations, the ABL Creditors or the ABL Obligations in a manner, or that is otherwise, inconsistent with this Agreement.
Certain Voting Rights. So long as any Series C Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the Partners holding at least two-thirds of the Series C Preferred Units outstanding at the time:
(i) authorize, create, or increase the authorized or issued amount of any class or series of Partnership Interests ranking senior to the Series C Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests into any such senior Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such senior Partnership Interests;
(ii) issue any Parity Units to a Partnership Affiliate, reclassify any Partnership Interest held by a Partnership Affiliate into any such Parity Unit or issue any obligation or security convertible into or evidencing the right to purchase any such Parity Unit to a Partnership Affiliate (any such issuance or reclassification, referred to as an "Affiliate Parity Placement"); provided, however, that notwithstanding the foregoing provisions of this clause (ii) the Partnership may effect any Affiliate Parity Placement to the extent such placement is either (A) in connection with the issuance by the Company of corresponding preferred stock to persons who are not Partnership Affiliates or (B) upon terms no more favorable to such Partnership Affiliates than those that the General Partner, in the good faith determination of its Board of Directors, would be willing to offer to an unrelated party in an arm's length transaction (such placement, an "Exempt Affiliate Parity Placement");
(iii) either (A) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or (B) amend, alter or repeal the provisions of the Agreement, whether by merger, consolidation or otherwise, in each case in a transaction or manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting powers of the Series C Preferred Units or the Partners holding such Units as set forth in the Agreement and this Certificate of Designations; or
(iv) enter into any contract, mortgage, loan or other agreement that (A) prohibits or restricts a holder of Series C Preferred Units from exercising any rights it has pursuant to Section 9 hereof (subject to all remaining terms and provisions hereof)...
