Common use of Illustrative Examples Clause in Contracts

Illustrative Examples. Matters on which Proxyholder shall be entitled to vote, pursuant to Section 2 include, but are not limited to, the following, which are presented here solely by way of example: 3.1. Election, replacement or removal of directors of the Company (each, a “Director”); 3.2. 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; 3.3. Mergers of, or acquisitions by, the Company or its subsidiaries that are submitted for stockholder approval; 3.4. Adoption by the Company of a rights plan or similar takeover defensive arrangements, or amendments thereof, which plan provides that a triggering event will occur only upon the acquisition by a stockholder of 15% or more of the Company’s shares of voting capital stock; and 3.5. 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 (“Low Vote Stock”), provided, that, the shares of capital stock held by Stockholders at the time of adoption of such structure are entitled to be converted into Heavy Vote Stock.

Illustrative Examples. Matters on which Proxyholder shall be entitled to vote, pursuant to Section 2 include, but are not limited to, the following, which are presented here solely by way of example: 3.1. 3.1 Election, replacement or removal of directors of the Company (each, a “Director”); 3.2. 3.2 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; 3.3. 3.3 Mergers of, or acquisitions by, the Company or its subsidiaries that are submitted for stockholder approval; 3.4. 3.4 Adoption by the Company of a rights plan or similar takeover defensive arrangements, or amendments thereof, which plan provides that a triggering event will occur only upon the acquisition by a stockholder of 15% or more of the Company’s shares of voting capital stock; and 3.5. 3.5 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 (“Low Vote Stock”), provided, that, the shares of capital stock held by Stockholders Stockholder at the time of adoption of such structure are entitled to be converted into Heavy Vote Stock.