Special Voting Provisions Clause Samples

Special Voting Provisions. (a) [Reserved]. (b) Each Tranche A Term Loan Lender, solely in its capacity as a Tranche A Term Loan Lender, hereby agrees that with respect to any matter requiring the vote of Lenders pursuant to (x) any proposed amendment, restatement, waiver, consent, supplement or other modification of any provision of Section 8.10 of the Credit Agreement other than the first sentence of Section 8.10(a) of the Credit Agreement (including any of the defined terms set forth in such provisions to the extent affecting the calculation of the ratios set forth in such provisions) (such provisions other than the first sentence of Section 8.10(a) of the Credit Agreement, the “Revolving Financial Covenant Provisions”), or (y) the exercise of any remedy under the last two paragraphs of Section 9.01 of the Credit Agreement arising from an Event of Default under the Revolving Financial Covenant Provisions, shall, automatically and without further action on the part of such Tranche A Term Loan Lender, the Borrowers or the Administrative Agent, be deemed to have voted the Tranche A Term Loans held by such Tranche A Term Loan Lender, and each such Lender irrevocably instructs the Borrowers and the Administrative Agent to treat as voted, in the same proportion as the allocation of voting with respect to such matter by other Lenders entitled to vote on such matter (other than in their capacity as Tranche A Term Loan Lenders) so long as such Tranche A Term Loan Lender is treated in connection with the exercise of such right or taking of such action on the same basis as, and in a manner no less favorable to such Tranche A Term Loan Lender, than the other Lenders.

Special Voting Provisions. So long as any Owner is ------------------------- domiciled in the State of Florida, such Owner's Residual Interest Certificate shall not be counted in any vote of the Owners.

Special Voting Provisions. (a) Solely for purposes of determining whether each Lender has consented to the amendments set forth in Exhibit G to the Credit Agreement (which may be updated with the consent of the Borrowers and the Administrative Agent without the consent of any Lender to make any change that is not less favorable to the Tranche A Term Loan Lenders in any material respect so long as such changes are provided to Lenders for review for a period of not less than three Business Days (or, such longer period as may be requested by any Tranche A Term Loan Lender if such Lender in good faith determines that it requires additional time to consider such changes) and no Tranche A Term Loan Lender notifies the Administrative Agent in writing prior to 5:00 p.m. New York time prior to the end of such three Business Day period that such Lender has determined that any such additional changes to Exhibit G are adverse to such Lender in a manner such Lender deems to be material) (the “Exhibit G Amendments”), all Tranche A Term Loans shall be deemed to be held by Lenders that have consented to the Exhibit G Amendments. (b) Each Tranche A Term Loan Lender, solely in its capacity as a Tranche A Term Loan Lender, hereby agrees that with respect to any matter requiring the vote of Lenders pursuant to (x) any proposed amendment, restatement, waiver, consent, supplement or other modification of Section 8.10 of the Credit Agreement (including any of the defined terms set forth therein to the extent affecting the calculation of the ratios set forth therein), other than any amendment, restatement, waiver, consent, supplement or other modification of Section 8.10(a) that would permit the Total Leverage Ratio to exceed 6.0 to 1.0, or (y) the exercise of any remedy under the last two paragraphs of Section 9.01 of the Credit Agreement arising from an Event of Default under Section 8.10 of the Credit Agreement, other than to the extent that such Event of Default arises from a failure to satisfy a maximum Leverage Ratio of 6.0 to 1.0, the Tranche A Term Loans held by such Tranche A Term Loan Lender shall automatically, and without further action on the part of such Lender, the Borrowers or the Administrative Agent, be deemed to be voted, and each Tranche A Term Loan Lender irrevocably instructs the Borrowers and the Administrative Agent to treat as voted, in the same proportion as the allocation of voting with respect to such matter by other Lenders entitled to vote on such matter (other than in their c...

Special Voting Provisions. (i) The director-designee of CIVC shall vote on any matter presented to the Company Board, except as otherwise set forth in this Agreement. The Certificate of Incorporation will provide that CIVC’s director-designee will not be entitled to vote on a matter if (A) the number of votes to be cast with respect to such matter (not including the vote of CIVC’s director-designee and, if the matter relates to the election of officers of the Company, other than the Chief Executive Officer and the President, not including the vote of the Management Director) would be evenly divided, or (B) the number of votes to be cast in favor of such matter would be one or two votes more or less than the number of votes to be cast against the matter to be voted on (in each case not including the vote of CIVC’s director-designee and not including the vote of the Management Director if the matter relates to the election of officers of the Company, other than the Chief Executive Officer and the President); provided, however, that CIVC’s director-designee shall be entitled to vote on a matter where the number of votes to be cast in favor of such matter would be two votes more or less than the number of votes to be cast against the matter to be voted on if the matter does not relate to the election of officers of the Company or relates to the election of the Chief Executive Officer or the President of the Company or if the Management Director is not present at the meeting at which such vote is held. In addition, CIVC shall use its reasonable best efforts to cause its director-designee to abstain in accordance with the terms of this Agreement and the Certificate of Incorporation. CIVC agrees that reasonable best efforts shall include removing its director-designee and designating a new director-designee if its director-designee does not abstain in accordance with the terms of this Agreement and the Certificate of Incorporation of the Company. (ii) If elected pursuant to and in accordance with Section 3.1(a), the Management Director shall have the voting rights specified in this subsection (ii). The Certificate of Incorporation will provide that the Management Director will be entitled to vote only on the election of officers of the Company, other than the Chief Executive Officer and the President; provided, however, that the Management Director will not be entitled to vote on the election of an officer if (A) the number of votes to be cast with respect to such election (not including t...

Special Voting Provisions. (a) Each Stockholder agrees that, in ------------------------- the event that at any time there are less than two Special Directors who have not been elected by TCI or its Controlled Affiliates, it will use its reasonable best efforts to cause all of its Stockholder Designees on the Board of Directors not to vote for or execute a written consent approving the taking of any action by the Company with respect to (i) any matter identified in SECTION B(4) of Article V of the Charter as requiring a Supermajority Vote or (ii) following the IPO any Related Party Transaction, unless in each case, the taking of such action by the Company is approved by all Special Directors. (b) In the event that the taking of any action with respect to the matters set forth in Section C(7)(c) of Article IV of the Charter or SECTION B(4) of Article V of the Charter requires (in addition to, in the case of SECTION B(4) of Article V of the Charter, the approval by a Supermajority Vote or Unanimous Vote of the Special Directors and the Series K Director, as applicable) the approval of one or more classes or series of the capital stock of the Company, each Stockholder Group agrees to vote all shares of Voting Stock owned by such Stockholder Group and entitled to vote thereon in a manner consistent with the action approved by the Board (in the case of Section C(7)(c) of Article IV of the Charter) or the applicable percentage of the Special Directors and the Series K Director (in the case of SECTION B(4) of Article V of the Charter). (c) Notwithstanding anything contained herein to the contrary, the KPCB Affiliates shall be entitled to vote their shares of Series K Preferred Stock against any of the KPCB Special Voting Matters. (d) Each Stockholder Group agrees to vote all shares of Voting Stock held by it in a manner consistent with the implementation of any unanimous decision of all of the Special Directors.

Special Voting Provisions. For purposes of any vote or direction to the Trustee under this Base Indenture (and not, for the avoidance of doubt, any vote or direction to the Trustee that relates to one or more Series of Notes but not all Series of Notes), including for the purposes of determining a vote of the Majority Indenture Investors, a Series Supplement may specify a method of voting the principal amount of any Notes of such Series for which the Trustee has not received responses from Noteholders of such Series, including designating a representative to vote or using a formula to vote the principal amount of such Notes; provided that, such voting provision will be inapplicable to all votes or directions (including for the purposes of determining a vote of the Majority Indenture Investors) if either (1) the Required Series Noteholders of any Series of Notes instructs the Trustee to disregard such method of voting for all Series of Notes Outstanding or (2) HVF III instructs the Trustee to disregard such method of voting for all Series of Notes Outstanding.

Special Voting Provisions. The director-designee of CIVC shall vote on any matter presented to the Company Board, except as otherwise set forth in this Agreement. With respect to any vote of the Company Board in which the number of votes to be cast by the directors (not including the vote of the CIVC director-designee) would be evenly divided, the Certificate of Incorporation will provide that CIVC’s director-designee will not be entitled to vote on such matter. In addition, with respect to any vote of the Company Board in which the number of votes to be cast in favor of the matter to be voted on would be 1 vote more or less than the number of votes to be cast against the matter to be voted on (in each case not including the vote of the CIVC director-designee), CIVC shall use its reasonable best efforts to cause its director-designee to vote in the same manner as the directors whose votes otherwise constitute a majority of the votes. CIVC agrees that reasonable best efforts shall include removing its director-designee and designating a new director-designee if its director-designee does not abstain or vote in accordance with the terms of this Agreement and the Certificate of Incorporation of the Company.

Special Voting Provisions. The Company hereby covenants and agrees ------------------------- that it shall not take (and shall cause each of its Subsidiaries not to take) any of the following actions without the prior approval of the Required Holders: (a) issue any Common Shares, Common Share Equivalents or any other equity securities or securities convertible into or exercisable for equity securities of the Company or any of its Subsidiaries; provided, however, that nothing contained herein shall limit the Company's ability to (i) issue such securities with respect to the exercise of options or warrants to purchase Company securities granted (x) pursuant to any employee, officer or director share option or share purchase plan, benefit plan or arrangement previously approved by the Board of Directors and set forth on Schedule 2.1(a) hereto or approved by the Board of Directors (or the compensation committee thereof) after the date hereof, or (y) pursuant to options or warrants the grant of which was previously approved by the Board of Directors and set forth on Schedule 2.1 (a) hereto or approved by the Board of Directors and the Required Holders after the date hereof, or (ii) issue in any consecutive 12-month period equity securities or securities convertible into or exercisable for equity securities of the Company constituting no more than 20% of the outstanding class of such securities on a fully-diluted basis so long as no Person (together with its Affiliates) would obtain more than 25% of the securities issued pursuant to this Section 2.1(a)(ii) during such 12 month period; and provided further that any securities issued pursuant to this Section 2.1(a)(ii) shall be issued by the Company solely with respect to or in connection with (A) any acquisitions of equity interests or operating assets by the Company or its Affiliates, (B) the entering into of joint ventures, partnerships, or other similar arrangements by the Company or its Affiliates, or (C) the entering into of capacity swaps, joint construction agreements or other similar arrangements by the Company or its Affiliates; (b) issue any Class B Shares or class A restricted voting shares of the Company or any of its Subsidiaries or securities convertible into or exchangeable for Class B Shares or class A restricted voting shares of the Company or any of its Subsidiaries; (c) declare or pay any dividends (or other distributions with respect to equity securities) or repurchase or redeem any equity securities other than in conne...

Special Voting Provisions. 25 3.9 Certain Amendments In Connection with the IPO................................... 26 3.10 .Com Committee.................................................................. 26