Common use of Voting Right Clause in Contracts

Voting Right. Whenever dividends payable on the Preferred Shares of any series in an aggregate amount at least equal to three semi-annual or six full quarterly dividends (which need not be consecutive) on such series shall not have been paid (a “Nonpayment”), the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the outstanding Preferred Shares of all series shall have the special right, voting separately as a single class, to elect two directors of the Corporation (hereinafter the “Preferred Share Directors” and each a “Preferred Share Director”), to fill such newly created directorships 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 such director that the election of such director shall not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors. At each meeting of shareholders at which the holders of the Preferred Shares of all series shall have the special right, voting separately as a 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 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. Whenever At any time when the equivalent of six quarterly dividends payable on the shares of Convertible Preferred Shares Stock or any class or series of any series in an aggregate amount at least equal Parity Stock upon which voting rights equivalent to three semi-annual or six full quarterly dividends (which need not be consecutivethose granted by this Section 15(d) on such series shall not have been paid conferred and are exercisable (“Special Voting Parity Stock”) (whether or not consecutive and whether or not declared) are accrued and unpaid (a “Nonpayment”), the authorized number of directors constituting the Board of the Corporation Directors shall be automatically be increased by two two, and the Holders and the holders of the outstanding Preferred Shares any class or series of all series Special Voting Parity Stock, shall have the special right, voting separately together as a single classclass 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 Corporation (hereinafter the “Preferred Share Directors” and each a “Preferred Share Director”), Company to fill such newly created directorships until (and to fill any vacancies in the terms of such right shall terminate as provided below in Subsection 7(b)(iidirectorships); provided, however provided that it shall be a qualification for election the Holders and the holders of any such director that the election of such director Special Voting Parity Stock shall not be entitled to elect such directors to the extent such election would cause the Corporation Company to violate the corporate governance requirements of the The New York Stock Exchange (or other exchange on which the CorporationCompany’s securities may be listed) that listed companies must have a majority of independent Independent Directors; provided further that the Board of Directors shall at no time include more than two such directors. At each meeting The Company’s exercise of shareholders at which 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 the any Special Voting Parity Stock is a “Nonpayment Preferred Shares of all series shall have the special right, voting separately as a 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 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 shareholdersDirector”.