Certain Voting Rights Sample Clauses

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 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:
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. 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: (a) GS shall notify Counterparty thereof in writing after its receipt of notice thereof or GS otherwise becomes aware thereof; (b) GS shall not exercise such Specified Voting Right unless and until directed to do so by Counterparty; and (c) GS shall either (x) follow Counterparty’s written instructions as to the manner and timing of exercising such Specified Voting Right or (y) procure that Counterparty may exercise such Specified Voting Right directly, provided that, without prejudice to clause (b), GS shall have no obligation to take any action in relation to any direction from Counterparty with respect to the exercise of any Specified Voting Right if doing so could expose GS to liability, could violate any rule or regulation applicable to GS or any interpretation thereof (whether or not having the force of law), could cause reputational damage to GS or otherwise cause GS to otherwise incur any expenses not paid by Counterparty in a manner satisfactory to GS.
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. (a) The Assignors and Assignee agree that, except as otherwise expressly provided herein or in the Current Credit Agreement, on any date prior to March 31, 2002 any act, event, document or condition requiring pursuant to the terms of the Current Credit Agreement the consent, agreement or waiver of, or approval, notice, selection, designation or appointment by, or request, direction or election of, the Lenders, shall require the unanimous agreement of the Majority Lenders;
Certain Voting Rights. The Series D Preferred Partner shall not have any voting rights or rights to consent to any Partnership matter requiring the consent or approval of Partners, except as set forth below. So long as any Series D Preferred Equity Balance remains outstanding, the Partnership shall not, without the affirmative vote of Series D Preferred Partners holding at least two-thirds (2/3rds) of the Series D Preferred Equity Balance at the time, (x) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking senior to the Series D Preferred Equity with respect to payment of distributions or rights upon liquidation, dissolution, or winding up (including, without limitation, any future issuances of Preferred Equity), 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 exchangeable for or evidencing the right to purchase any such Partnership Interests, (y) consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity, or amend or alter Sections 1.2, 1.3, 1.4, 5.1, 5.2(a)(i), 5.5, 5.7(a), 6.10, 8.1(a), 8.1(c), or 11.1(a)(5) of the Partnership Agreement or any other sections of the Partnership Agreement which would affect such sections, or the rights or obligations of the Series D Preferred Partner under the Partnership Agreement, or this Annex, whether by merger, consolidation, amendment or otherwise, in each such case in a manner that would materially and adversely affect the rights of the Series D Preferred Equity or the Series D Preferred Partner; provided, however, that with respect to the occurrence of any event set forth in clause (y) above, so long as (1) the Partnership is the surviving entity and the Series D Preferred Equity remains outstanding with the terms thereof unchanged, or (2) 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 for the Series D Preferred Equity other interests in such entity having substantially the same terms and rights as the Series D Preferred Equity, including with respect to distributions, redemptions, transfers, voting rights, and rights upon liquidation, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights of t...
Certain Voting Rights. As long as the Series B Common Stock is outstanding as a separate series, each of the Stockholders agrees not to permit or cause the Corporation, without the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of Series B Common Stock (voting together as a separate class), to take, or permit to occur, any of the following actions:
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