Common use of Voting Right Clause in Contracts

Voting Right. At any time when the equivalent of six quarterly dividends payable on the shares of Convertible Preferred Stock or any class or series of Parity Stock upon which voting rights equivalent to those granted by this Section 15(d) have been conferred and are exercisable (“Special Voting Parity Stock”) (whether or not consecutive and whether or not declared) are accrued and unpaid (a “Nonpayment”), the number of directors constituting the Board of Directors shall be automatically increased by two, and the Holders and the holders of any class or series of Special Voting Parity Stock, shall have the right, voting together as a single class without regard to class or series (and with voting power allocated pro rata based on the liquidation preference of such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships); provided that the Holders and the holders of any Special Voting Parity Stock shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of The New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of Independent Directors; provided further that the Board of Directors shall at no time include more than two such directors. The Company’s exercise of the Convertible Preferred Stock PIK Dividend Provision shall not constitute “Nonpayment” for purposes of this Section 15(d). Each such director elected by the Holders and the holders of any Special Voting Parity Stock is a “Nonpayment Preferred Director”.

Voting Right. At any time when the equivalent of six quarterly Whenever dividends payable on the shares Preferred Shares of Convertible Preferred Stock any series in an aggregate amount at least equal to three semi-annual or any class or six full quarterly dividends (which need not be consecutive) on such series of Parity Stock upon which voting rights equivalent to those granted by this Section 15(d) shall not have been conferred and are exercisable (“Special Voting Parity Stock”) (whether or not consecutive and whether or not declared) are accrued and unpaid paid (a “Nonpayment”), the authorized number of directors constituting of the Board of Directors Corporation shall automatically be automatically increased by two, and the Holders two and the holders of any class or the outstanding Preferred Shares of all series of Special Voting Parity Stock, shall have the special right, voting together separately as a single class without regard to class or series (and with voting power allocated pro rata based on the liquidation preference of such class or series), to the exclusion of the holders of Common Stockclass, to elect two directors of the Company Corporation (hereinafter the “Preferred Share Directors” and each a “Preferred Share Director”), to fill such newly created directorships (and to fill until such right shall terminate as provided below in Subsection 7(b)(ii); provided, however that it shall be a qualification for election of any vacancies in such director that the terms election of such directorships); provided that the Holders and the holders of any Special Voting Parity Stock director shall not be entitled to elect such directors to the extent such election would cause the Company Corporation to violate the corporate governance requirements of The the New York Stock Exchange (or other exchange on which the CompanyCorporation’s securities may be listed) that listed companies must have a majority of Independent Directors; provided further that the Board of Directors shall at no time include more than two such independent directors. The Company’s exercise At each meeting of the Convertible Preferred Stock PIK Dividend Provision shall not constitute “Nonpayment” for purposes of this Section 15(d). Each such director elected by the Holders and shareholders at which the holders of any Special Voting Parity Stock is the Preferred Shares of all series shall have the special right, voting separately as a “Nonpayment single class, to elect directors as provided in this Subsection (7)(b), the presence in person or by proxy of the holders of record of one-third of the total number of the issued and outstanding Preferred Director”Shares of all series shall be necessary and sufficient to constitute a quorum of such class for such election by such shareholders, and such election shall be by a plurality of the votes cast at such meeting by such shareholders.

Voting Right. At any time when the equivalent of six quarterly If and whenever dividends payable on the shares of Convertible Series U Preferred Stock or any other class or series of Parity preferred stock that ranks on parity with the Series U Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 15(d7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “Special Voting Parity Stockdividend parity stock”) have not been declared and paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly dividend periods, as applicable, (whether consecutive or not consecutive and whether or not declarednot) are accrued and unpaid (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be automatically increased by two, and the Holders and the Holders, together with holders of any class or series of Special Voting Parity Stockdividend parity stock, shall have the right, voting together separately as a single class without regard to class or series (and with voting power rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships); , provided that the Holders and the holders it shall be a qualification for election of any Special Voting Parity Stock such director that the election of such director shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of The the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of Independent Directors; independent directors and further provided further that the Board of Directors shall at no time include more than two such directors. The Company’s exercise of the Convertible Preferred Stock PIK Dividend Provision shall not constitute “Nonpayment” for purposes of this Section 15(d). Each such director elected by the Holders and the together with holders of any Special Voting Parity Stock dividend parity stock is a “Nonpayment Preferred Stock Director.”.

Voting Right. At any time when the equivalent of six quarterly Whenever dividends payable on the shares Preferred Shares of Convertible Preferred Stock or any class or series of Parity Stock upon in an aggregate amount at least equal to six full quarterly dividends (which voting rights equivalent to those granted by this Section 15(dneed not be consecutive) on such series shall not have been conferred and are exercisable (“Special Voting Parity Stock”) (whether or not consecutive and whether or not declared) are accrued and unpaid paid (a “Nonpayment”), the authorized number of directors constituting of the Board of Directors Corporation shall automatically be automatically increased by two, and the Holders two and the holders of any class or the outstanding Preferred Shares of all series of Special Voting Parity Stock, shall have the special right, voting together separately as a single class without regard to class or series (and with voting power allocated pro rata based on the liquidation preference of such class or series), to the exclusion of the holders of Common Stockclass, to elect two directors of the Company Corporation (hereinafter the “Preferred Share Directors” and each a “Preferred Share Director”), to fill such newly created directorships (and to fill until such right shall terminate as provided below in Subsection 7(b)(ii); provided, however that it shall be a qualification for election of any vacancies in such director that the terms election of such directorships); provided that the Holders and the holders of any Special Voting Parity Stock director shall not be entitled to elect such directors to the extent such election would cause the Company Corporation to violate the corporate governance requirements of The the New York Stock Exchange (or other exchange on which the CompanyCorporation’s securities may be listed) that listed companies must have a majority of Independent Directors; provided further that the Board of Directors shall at no time include more than two such independent directors. The Company’s exercise At each meeting of the Convertible Preferred Stock PIK Dividend Provision shall not constitute “Nonpayment” for purposes of this Section 15(d). Each such director elected by the Holders and shareholders at which the holders of any Special Voting Parity Stock is the Preferred Shares of all series shall have the special right, voting separately as a “Nonpayment single class, to elect directors as provided in this Subsection (7)(b), the presence in person or by proxy of the holders of record of one-third of the total number of the issued and outstanding Preferred Director”Shares of all series shall be necessary and sufficient to constitute a quorum of such class for such election by such shareholders, and such election shall be by a plurality of the votes cast at such meeting by such shareholders.

Voting Right. At any time when the equivalent of six quarterly If and whenever dividends payable on the shares of Convertible Series W Preferred Stock or any other class or series of Parity preferred stock that ranks on parity with the Series W Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 15(d7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “Special Voting Parity Stockdividend parity stock”) have not been declared and paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly dividend periods, as applicable, (whether consecutive or not consecutive and whether or not declarednot) are accrued and unpaid (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be automatically increased by two, and the Holders and the Holders, together with holders of any class or series of Special Voting Parity Stockdividend parity stock, shall have the right, voting together separately as a single class without regard to class or series (and with voting power rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships); , provided that the Holders and the holders it shall be a qualification for election of any Special Voting Parity Stock such director that the election of such director shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of The the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of Independent Directors; independent directors and further provided further that the Board of Directors shall at no time include more than two such directors. The Company’s exercise of the Convertible Preferred Stock PIK Dividend Provision shall not constitute “Nonpayment” for purposes of this Section 15(d). Each such director elected by the Holders and the together with holders of any Special Voting Parity Stock dividend parity stock is a “Nonpayment Preferred Stock Director.”.