Common use of Class Voting Clause in Contracts

Class Voting. For so long as any Class A Preferred Shares remain outstanding and are held by one or more Unaffiliated Holders, in addition to any other vote or consent of stockholders required by law or under the Memorandum and Articles or this Certificate, the prior vote or consent of the Unaffiliated Holders of the Class A Preferred Shares, voting or consenting, as the case may be, separately as a class, shall be necessary for any variation of class rights, including effecting or validating: (a) the adoption of amendments to this Certificate or the Memorandum or Articles or any variation of the share capital of the Company; (b) any sale or disposal of all or substantially all of the assets of the Company (determined without regard to the Permitted Investments); (c) any sale, transfer, liquidation or other disposition of any Permitted Investments or any withdrawal of any property or assets constituting Permitted Investment Property from the Permitted Investments Account (other than, in each case, in connection with, and solely to the extent necessary to fund, the payment of any amounts due to the holders of the Class A Preferred Shares under Article 3 (excluding Section 3.4), 4 or 6 (excluding Section 6.2 unless the Class A Preferred Shares being redeemed are held by an Unaffiliated Holder)); (i) any amendment or modification to (a) provisions in the Investment Management Agreement relating to investment guidelines, reporting and termination or (b) provisions in the IM Custody Agreement relating to instructions for transfers from the account maintained pursuant to the IM Custody Agreement, reporting, termination, and waiver of liens and set-off rights by the custodian and (ii) any material amendment or modifications to any other provisions in the Investment Management Agreement or the IM Custody Agreement; (e) the issuance of any Class A Preferred Shares after the Issue Date; (f) the issuance of any class of Preferred Shares other than the Class A Preferred Shares; (g) any action or decision regarding any legal claims, actions, suits or proceedings of any kind or nature that are asserted, instituted or expressly threatened in writing against the Company and its directly owned assets; (but, for the avoidance of doubt, excluding any equity interest in Subsidiaries); (h) the merger or consolidation of the Company with any other entity; (i) the taking of any Bankruptcy Action relating to the Company; and (j) any redemption pursuant to Section 6.2 of the Class A Preferred Shares of any holder other than an Unaffiliated Holder. The Unaffiliated Holders of the then outstanding Class A Preferred Shares, voting or consenting, as the case may be, separately as a class, may waive in writing compliance with any provisions of this Certificate.

Class Voting. For so The holders of the Common Shares and the Holders shall vote together a single class except as hereinafter provided or to the extent otherwise required by the 1940 Act or the laws of The Commonwealth of Massachusetts, as in effect from time to time. (i) So long as any Class A Preferred Shares remain of the shares of MMP are outstanding, without the affirmative vote of (x) the Holders of at least a majority of the number of shares of MMP then outstanding and are held by one or more Unaffiliated Holders(y) the holders of at least a majority of the number of the Common Shares then outstanding, in addition to any other vote or consent of stockholders required by law or under the Memorandum and Articles or this Certificateeach voting as a separate class, the prior Trust shall not approve any action requiring a vote or consent of security holders as provided in Section 13(a) of the Unaffiliated 1940 Act including, among others, changes in the Trust's sub- classification as a closed-end investment company, changes in the Trust's investment objective, and changes in any fundamental investment policy of the Trust. (ii) So long as any of the shares of MMP are outstanding, the Trust shall not take any action requiring the approval of shareholders of the Trust and adversely affecting either the MMP or the Common Shares in a manner different from the other class without the affirmative vote of the Holders of at least a majority of the Class A Preferred Sharesshares of MMP outstanding, voting separately as a class, or consentingthe holders of at least a majority of the number of Common Shares then outstanding, voting separately as a class, as the case may be. (A) So long as any of the shares of MMP are outstanding, without the affirmative vote of the Holders of a least a majority of the shares of MMP then outstanding, voting separately as a class, the Trust shall be necessary for not amend, alter, or repeal any variation of class rightsthe preferences, including effecting voting powers, or validating:special or relative rights or privileges of the Holders of the MMP so as to affect materially and adversely such preferences, voting powers, or special or relative rights or privileges, or issue any additional series of preferred shares of beneficial interest. (aB) The Trustees, without the adoption of amendments to this Certificate vote or the Memorandum or Articles or any variation consent of the share capital of the Company; (b) Holders, may from time to time amend, alter or repeal any sale or disposal of all or substantially all of the assets definitions of the Company (determined without regard terms listed below, and any such amendment, alteration or repeal will not be deemed to affect the preferences, voting powers, or special or relative rights or privileges of shares of MMP or the Holders, provided the Trustees receive written confirmation from ▇▇▇▇▇'▇ that any such amendment, alteration or repeal would not impair the ratings then assigned by ▇▇▇▇▇'▇ to the Permitted Investments); (c) any sale, transfer, liquidation or other disposition shares of any Permitted Investments or any withdrawal MMP: Accountants' Certificate Certificate of any property or assets constituting Permitted Investment Property from the Permitted Investments Account (other than, in each case, in connection with, and solely to the extent necessary to fund, the payment Eligible Asset Coverage Certificate of any amounts due to the holders of the Class A Preferred Shares under Article 3 (excluding Section 3.4), 4 or 6 (excluding Section 6.2 unless the Class A Preferred Shares being redeemed are held by an Unaffiliated Holder)); (i) any amendment or modification to (a) provisions in the Investment Management Agreement relating to investment guidelines, reporting and termination or (b) provisions in the IM Custody Agreement relating to instructions for transfers from the account maintained pursuant to the IM Custody Agreement, reporting, termination, and waiver of liens and set1940 Act Asset Coverage Confirmation Date Coverage Value Discount Factor Eligible Asset Coverage Amount Eligible Asset Coverage is met Eligible Asset Cure Date Eligible Asset Evaluation Date Eligible Assets Independent Accountants Market Value MMP Paying Agent Net Coverage Value 1940 Act Asset Coverage is met 1940 Act Cure Date 1940 Act Evaluation Date Other Securities Projected Dividend Amount Short-off rights by the custodian and (ii) any material amendment or modifications to any other provisions in the Investment Management Agreement or the IM Custody Agreement; (e) the issuance of any Class A Preferred Shares after the Issue Date; (f) the issuance of any class of Preferred Shares other than the Class A Preferred Shares; (g) any action or decision regarding any legal claims, actions, suits or proceedings of any kind or nature that are asserted, instituted or expressly threatened in writing against the Company and its directly owned assets; (but, for the avoidance of doubt, excluding any equity interest in Subsidiaries); (h) the merger or consolidation of the Company with any other entity; (i) the taking of any Bankruptcy Action relating to the Company; and (j) any redemption pursuant to Section 6.2 of the Class A Preferred Shares of any holder other than an Unaffiliated Holder. The Unaffiliated Holders of the then outstanding Class A Preferred Shares, voting or consenting, as the case may be, separately as a class, may waive in writing compliance with any provisions of this Certificate.Term Money Market Instruments U.S. Treasury Securities