Common use of Illustrative Examples Clause in Contracts

Illustrative Examples. Matters on which Proxyholder shall be entitled to vote, pursuant to Section 1 include, but are not limited to, the following, which are presented here solely by way of example: 2.1 Election, replacement or removal of directors of the Company (each, a “Director”); 2.2 Sale or other disposition of all or substantially all of the Company’s assets, provided, that any distribution to Company stockholders of the proceeds of such sale or disposition are made in accordance with the Company’s certificate of incorporation, as then in effect; 2.3 Mergers of, or acquisitions by, the Company or its subsidiaries that are submitted for stockholder approval, provided, that any distribution to Company stockholders of the proceeds of such merger of the Company are made in accordance with the Company’s certificate of incorporation, as then in effect; 2.4 Adoption by the Company of a rights plan or similar takeover defensive arrangements, or amendments thereof; and 2.5 Adoption by the Company of a two-class capital stock structure (a “Dual Class Structure”) in which one class of capital stock has, among other things, enhanced voting rights, including but not necessarily limited to multiple votes per share (“Heavy Vote Stock”), and the other class of capital stock does not, provided, that, the shares of capital stock held by Stockholder at the time of adoption of such structure are entitled to be converted into Heavy Vote Stock without any further consideration; provided further that the economic rights of the Purchased Shares held by the Stockholder immediately after the adoption of such Dual Class Structure is the same as the economic rights of the Purchased Shares immediately prior to the adoption of such Dual Class Structure.