Common use of Voting Rights Clause in Contracts

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall shall, insofar as practicable, vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/25th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/100th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to one-tenth of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote Depositary Shares held by it. In the absence of authorization from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the Preferred Stock unless directed to the contrary by the record holders of all the related Receipts) to the extent of the shares of Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the applicable Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 4.4 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to 10 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/400th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote Depositary Shares held by it. In the absence of authorization from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the Preferred Stock unless directed to the contrary by the record holders of all the related Receipts) to the extent of the shares of Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the applicable Depositary Shares evidenced by such Receipt.

Voting Rights. If at any time, the holders of Company Preferred Securities are entitled to vote under the LLC Agreement, the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with respect to the Company Preferred Securities represented by such Holder's Trust Preferred Securities, and (iii) vote the relevant Company Preferred Securities only in accordance with such specific direction. Upon receipt of receiving notice of any meeting at which the holders of deposited Company Preferred Stock Securities are entitled to vote, the Depositary Trustee shall, as soon as practicable thereafterpracticable, mail to the record holders Holders of Receipts the Trust Preferred Securities a notice, which . The Company shall provide the form of notice to the Trustee to be provided by forwarded to the Company and which Holders of the Trust Preferred Securities. The notice shall contain contain: (i) such all the information as that is contained in such the notice announcing the meeting of meetingthe Company Preferred Securities, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will Trust Preferred Securities shall be entitled, subject to any applicable provision of law, to instruct direct the Depositary Trustee specifically as to the exercise of the voting rights pertaining to the amount number of the Company Preferred Stock Securities represented by their respective Depositary Shares Trust Preferred Securities, and (iii) a brief statement as to description of the manner in which the Holders of the Trust Preferred Securities may give such instructions may be givenspecific directions. Upon If the Trust receives a written request of direction from a holder of a Receipt on such record dateHolder, the Depositary Trustee shall vote vote, or cause to be voted voted, the amount of the Company Preferred Stock Securities represented by the Depositary Shares evidenced by such Receipt Holder's Trust Preferred Securities in accordance with the instructions set forth in such requestthe directions. To If the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of Trustee does not receive specific instructions from the holder of a Receiptany Holder, the Depositary will Trustee shall abstain from voting to the extent of the Company Preferred Stock Securities represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Holder's Trust Preferred Stock represented by the Depositary Shares evidenced by such ReceiptSecurities.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. If at any time, the holders of Company Preferred Securities are entitled to vote under the LLC Agreement, the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with respect to the Company Preferred Securities represented by such Holder's Trust Preferred Securities, and (iii) vote the relevant Company Preferred Securities only in accordance with such specific direction. Upon receipt of receiving notice of any meeting at which the holders of deposited Company Preferred Stock Securities are entitled to vote, the Depositary Trustee shall, as soon as practicable thereafterpracticable, mail to the record holders Holders of Receipts the Trust Preferred Securities a notice, which notice as provided under Section 8.04. The Company shall provide the form of notice to the Trustee to be provided by forwarded to the Company and which Holders of the Trust Preferred Securities. The notice shall contain contain: (i) such all the information as that is contained in such the notice announcing the meeting of meetingthe Company Preferred Securities, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will Trust Preferred Securities shall be entitled, subject to any applicable provision of law, to instruct direct the Depositary Trustee specifically as to the exercise of the voting rights pertaining to the amount number of the Company Preferred Stock Securities represented by their respective Depositary Shares Trust Preferred Securities, and (iii) a brief statement as to description of the manner in which the Holders of the Trust Preferred Securities may give such instructions may be givenspecific directions. Upon If the Trust receives a written request of direction from a holder of a Receipt on such record dateHolder, the Depositary Trustee shall vote vote, or cause to be voted voted, the amount number of Company Preferred Stock represented by the Depositary Shares evidenced by Securities corresponding to such Receipt Holder's Trust Preferred Securities in accordance with the instructions set forth in such requestthe direction. To If the extent Trustee does not receive specific instructions from any such instructions request the voting of a fractional interest of a share of deposited Preferred StockHolder, the Depositary Trustee shall aggregate abstain from voting the Company Preferred Securities corresponding to such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsHolder's Trust Preferred Securities. The Company Grantor hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary Trustee in order to enable the Depositary Trustee to vote such Company Preferred Stock Securities or cause such Company Preferred Stock Securities to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Convertible Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Convertible Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Convertible Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Convertible Preferred Stock or cause such Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Preference Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Preference Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall shall, insofar as practicable, vote or cause to be voted the amount of Preferred Stock Preference Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockPreference Share, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preference Share is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Preference Shares or cause such Preferred Stock Preference Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain refrain from voting to the extent of the Preferred Stock represented by the Depositary any Preference Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall shall, insofar as practicable, vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the of holders of deposited Preferred Stock are entitled to vote, or other Deposited Securities the Depositary shallwill, as soon as practicable thereafter, mail to after fixing a record date for determining the record holders of American Depositary Receipts a noticeentitled to give instructions for the exercise of voting rights, which shall be provided by and after receipt from the Company and of notice of such meeting, mail to such holders a notice which shall will contain (ia) such information as is contained in such notice of meeting, meeting and (iib) a statement that the record holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision provisions of lawlaw and of the Articles of Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock or other Deposited Securities represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in procedure by which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of a record holder of a Receipt on such record date, received on or before the date established by the Depositary shall for such purpose, the Depositary will endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock or other Deposited Securities represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To In the extent any such absence of instructions request from the voting record holder of a fractional interest of a share of deposited Preferred StockReceipt, the Depositary has agreed to use its best efforts to give a discretionary proxy to a person designated by the Company; provided, however, such discretionary proxy shall aggregate not be given with respect to any proposition (a) as to which the Depositary has knowledge of any contest to the action to be taken at the meeting or (b) for the purpose of authorizing a merger, consolidation or amalgamation (except an amalgamation between the Company and one or more of its 100% owned Japanese subsidiaries) or on any other matter which may affect substantially the rights or privileges of the holders of such interest with all Stock or other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsDeposited Securities. The Company hereby agrees has agreed to take all reasonable action that may which shall at any time be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred or cause to be voted the amount of Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a other Deposited Securities represented by every American Depositary Receipt, the Depositary will abstain from voting record holder of which shall have furnished a written request setting forth instructions to the extent of Depositary as aforesaid, in accordance with the Preferred Stock represented by the Depositary Shares evidenced by instructions set forth in such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receiptrequest.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the holders of a Receipt Receipts on such the applicable record date, the Depositary shall endeavor insofar as practicable, to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the maximum number of whole votes resulting from such aggregation in accordance with shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions received in such requestsare received. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will either vote the Shares or abstain from voting in accordance with applicable stock exchange rules on which the Shares may be listed (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to votes and, accordingly, each Depositary Share is entitled to vote(s). The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended (including the Certificate of Designations), upon receipt from the Company of written notice of any meeting at which the holders of deposited Preferred shares of Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawlaws and restrictions, to instruct authorize the Depositary as to the exercise of the voting rights pertaining to the amount number of Preferred shares of Stock represented by their respective Depositary Shares (including authority to give a discretionary proxy to a Person designated by the Company) and (iii) a brief statement as to the manner in which such instructions authorization may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall use its best efforts to vote or cause to be voted voted, in accordance with the amount authorization referred to above, the votes relating to the shares of Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by all Receipts as to which such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsauthorization has been received. The Company hereby agrees to take all such reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred shares of Stock or cause such Preferred shares of Stock to be votedvoted in accordance with the instructions received by the Depositary. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with votes cast pursuant to any instructions received from the other holders. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred of the Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall shall, insofar as practicable, vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShare, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain refrain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/20th of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail (or otherwise transmit by an authorized method) to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall shall, to the extent possible, vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with all Receipts as to which any particular voting instructions are received; provided, that the instructions set forth in such request. To the extent any Depositary receives such instructions request the sufficiently in advance of such voting of a fractional interest of a share of deposited to enable it to so vote or cause such Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsStock to be voted. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of written notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company Bank and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 4.4 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions (and as nearly as possible in the event the holder’s Depositary Shares represent a fractional Preferred Share) set forth in such request. To Each Preferred Share, when voting as a separate series, is entitled to 40 votes and, accordingly, each Depositary Share is entitled to one vote. On any matter in which the extent Preferred Shares are entitled to vote as a class with holders of any such instructions request the other shares upon which like voting of a fractional interest of a share of deposited rights have been conferred and are exercisable, each Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsShare will be entitled to one vote. The Company Bank hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. On such matters as the Preferred Stock is entitled, each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (ia) such information as is contained in such notice of meeting, and (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed determined pursuant to Section 4.04 4.4 will be entitled, subject to any applicable provision of lawlaw and of the Certificate of Incorporation or the Authorizing Resolution, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest fraction of a share of deposited Preferred Stock, the Depositary shall aggregate such interest fraction with all other fractional interests fractions resulting from requests with the same voting instructions and shall vote the number of whole votes shares resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific written instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series C Preferred Stock or cause such Series C Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series C Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles Supplementary, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date fixed pursuant to Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of the Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of the Preferred Stock or cause such Preferred Stock shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to the Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, by electronic mail or first-class postage prepaid mail, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/25th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to not vote the extent amount of the Preferred Stock represented by the such Depositary Shares evidenced by such ReceiptShares. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series C Preferred Stock or cause such Series C Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series C Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise any discretion in voting any shares of the Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which Buyer shall exercise all voting rights with respect to the holders of deposited Preferred Stock are entitled to vote, the Depositary shallParticipation Interests, as soon as practicable thereafterapplicable. Notwithstanding the foregoing, mail with respect to the record holders Pledged Assets, so long as no Event of Receipts a notice, which shall be provided by the Company Default has occurred and which shall contain (i) such information as is contained in such notice of meetingcontinuing hereunder, (iia) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as Buyer shall take direction from Seller prior to the exercise of any rights under this Section, and (b) Seller shall have the right to direct Buyer to take one or more actions or to not take one or more actions (in the event any action is requested or required to be taken) and Buyer shall comply with such direction unless Buyer shall determine in its sole discretion that such compliance with such direction shall result in a breach of a provision of this Agreement; provided that Buyer shall in no event be required to consent to any amendment, waiver or modification of this Agreement or any Facility Document. In no event shall Buyer be required to cast or exercise a vote or other action taken which would impair the Pledged Assets, or Buyer’s interests in the Pledged Assets, or which would be inconsistent with or result in a violation of any provision of this Agreement. Without limiting the generality of the foregoing, Buyer shall have no obligation to, (a) vote to enable, or take any other action to permit the REO Subsidiary to issue any interests of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any interests of such entity, or (b) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Assets, other than as contemplated by this Agreement or (c) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to Seller’s or REO Subsidiary’s interest in the Pledged Items, except for the Lien provided for by this Agreement and any transfer of Pledged Items contemplated hereby, or (d) enter into any agreement or undertaking restricting the right or ability of Guarantor, Seller, REO Subsidiary or Buyer to sell, assign or transfer the Pledged Items. Buyer shall, following the occurrence and during the continuation of an Event of Default, exercise all voting and member rights pertaining with respect to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptPledged Assets.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail deliver, in accordance with Section 7.04, to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Incorporation, upon receipt of notice of any meeting at which the holders of deposited the Mandatory Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts, determined on the record holders of Receipts date as set forth in Section 4.04, a notice, which shall be provided notice prepared by the Company and which Corporation that shall contain (ia) such information as is contained in such notice of meeting, meeting and (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledRecord Holders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Mandatory Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Each Record Holder of Receipts on the record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Mandatory Convertible Preferred Stock) may instruct the Depositary as to how to vote the amount of the Mandatory Convertible Preferred Stock represented by such Record Holder’s Receipts in accordance with these instructions. Upon the written request of a holder the Record Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Mandatory Convertible Preferred Stock or cause such Mandatory Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder Record Holders of a ReceiptReceipts, the Depositary will shall abstain from voting the Mandatory Convertible Preferred Stock to the extent it does not receive such specific instructions from the Record Holders of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date fixed pursuant to Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of the Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of the Preferred Stock or cause such Preferred Stock shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to the Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles Supplementary, upon receipt of notice of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series C Preferred Stock or cause such Series C Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series C Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the Certificate of Designation, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise any discretion in voting any shares of the Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by underlying their respective Depositary Shares evidenced by the Receipts and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by underlying the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to 10 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by underlying the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by underlying the Depositary Shares evidenced by such Receipt.

Voting Rights. If at any time, the holders of [Company Preferred Securities][Subordinated Notes][Eligible Investments] are entitled to vote under the [Company Securities Agreement][Subordinated Notes][Eligible Investments] [Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with respect to the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) vote the relevant [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receipt of receiving notice of any meeting at which the holders of deposited [Company Preferred Stock Securities][Subordinated Notes][Eligible Investments] are entitled to vote, the Depositary Trustee shall, as soon as practicable thereafterpracticable, mail to the record holders Holders of Receipts the Trust Preferred Securities a notice, which . The [Grantor][Guarantor] shall provide the form of notice to the Trustee to be provided by forwarded to the Company and which Holders of the Trust Preferred Securities. The notice shall contain contain: (i) such all the information as that is contained in such the notice announcing the meeting of meetingthe holders of the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments], (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will Trust Preferred Securities shall be entitled, subject to any applicable provision of law, to instruct direct the Depositary Trustee specifically as to the exercise of the voting rights pertaining to the amount of [Company Preferred Stock Securities][Subordinated Notes][Eligible Investments] represented by their respective Depositary Shares Trust Preferred Securities, and (iii) a brief statement as to description of the manner in which the Holders of the Trust Preferred Securities may give such instructions may be givenspecific directions. Upon If the Trustee receives a written request of direction from a holder of a Receipt on such record dateHolder, the Depositary Trustee shall vote vote, or cause to be voted voted, the amount corresponding portion of such Holder’s Trust Preferred Stock represented by the Depositary Shares evidenced by such Receipt Securities in accordance with the instructions set forth in such requestthe directions. To If the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of Trustee does not receive specific instructions from the holder of a Receiptany Holder, the Depositary will Trustee shall abstain from voting to the extent corresponding portion of the such Holder’s Trust Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptSecurities.

Voting Rights. Upon Subject to the provisions of the Certificate of Incorporation, upon receipt of notice of any meeting at which the holders of deposited the Mandatory Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail send to the Record Holders of Receipts, determined on the record holders of Receipts date as set forth in Section 4.04, a notice, which shall be provided notice prepared by the Company and which Corporation that shall contain (ia) such information as is contained in such notice of meeting, meeting and (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledRecord Holders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Mandatory Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Each Record Holder of Receipts on the record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Mandatory Convertible Preferred Stock) may instruct the Depositary as to how to vote the amount of the Mandatory Convertible Preferred Stock represented by such Record Holder’s Receipts in accordance with these instructions. Upon the written request of a holder the Record Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Mandatory Convertible Preferred Stock or cause such Mandatory Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder Record Holders of a ReceiptReceipts, the Depositary will shall abstain from voting the Mandatory Convertible Preferred Stock to the extent it does not receive such specific instructions from the Record Holders of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShare, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to votes and, accordingly, each Depositary Share is entitled to vote(s). The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Series D Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 4.4 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series D Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Series D Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Series D Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Series D Preferred Share is entitled to 10 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series D Preferred Stock Shares or cause such Series D Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Series D Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series D Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Mandatory Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail send to the Record Holders of Receipts, determined on the record holders of Receipts date as set forth in Section 4.04, a notice, which shall be provided notice prepared by the Company and which Corporation that shall contain (ia) such information as is contained in such notice of meeting, meeting and (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledRecord Holders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Mandatory Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Each Record Holder of Receipts on the record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Mandatory Convertible Preferred Stock) may instruct the Depositary as to how to vote the amount of the Mandatory Convertible Preferred Stock represented by such Record Holder’s Receipts in accordance with these instructions. Upon the written request of a holder the Record Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the all Receipts as to which any particular voting instructions set forth in such requestare received. To the extent any such instructions request the voting of a fractional interest of a share of the deposited Mandatory Convertible Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of the Mandatory Convertible Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/20th of a vote. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Mandatory Convertible Preferred Stock or cause such Mandatory Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder Record Holders of a ReceiptReceipts, the Depositary will shall abstain from voting the Mandatory Convertible Preferred Stock to the extent it does not receive such specific instructions from the Record Holders of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts.

Voting Rights. Upon receipt of timely notice of any meeting at which the of holders of deposited Preferred Stock are entitled to voteor other Deposited Securities, the Depositary shall, as soon as practicable thereafterthereafter and provided not prohibited by law, mail provide to the record holders Holders of Receipts ADSs a notice, which shall be provided by the Company and notice which shall contain (ia) such information as is contained in such notice of meeting, and (iib) a statement that the holders Holders of Receipts ADSs at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision provisions of lawlaw and of the Articles of Incorporation of Hitachi, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock or other Deposited Securities represented by their respective Depositary Shares ADSs, and (iii) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by Hitachi. Upon the written request of a holder Holder of a Receipt ADSs on such record datedate received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock or other Deposited Securities represented by the Depositary Shares evidenced by such Receipt ADSs in accordance with the instructions set forth in such request. To If the extent Depositary does not receive instructions from a Holder on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by Hitachi to vote the Deposited Securities (a) unless the Depositary has actual knowledge of any proxy contest as to the action to be taken regarding the items to be resolved at the meeting, (b) unless action is to be taken to authorize a merger, consolidation or amalgamation (except an amalgamation between Hitachi and one or more of its 100% owned Japanese subsidiaries) or on any other matter which may affect substantially the rights or privileges of the holders of such instructions request Stock or other Deposited Securities or (c) unless Hitachi advises the voting of Depositary in a fractional interest of a share of deposited Preferred Stocktimely received writing that it does not wish such discretionary proxy to be given; provided, that, the Depositary shall aggregate not have any obligation to give such interest with all discretionary proxy to a person designated by Hitachi if Hitachi shall not have delivered to the Depositary the representation letter described in the next paragraph. Prior to requesting delivery of a discretionary proxy upon the terms set forth in this Deposit Agreement, Hitachi shall deliver to the Depositary a representation letter from Hitachi (duly executed by a senior officer of Hitachi) (i) designating the person to whom any discretionary proxy should be given, (ii) confirming that Hitachi wishes such discretionary proxy to be given, and (iii) certifying that Hitachi has not and shall not request the discretionary proxy to be given as to any matter as to which a proxy contest arises, or which may materially adversely affect the rights of the holders of Stock or other fractional interests resulting from requests with Deposited Securities, or which authorizes a merger, consolidation or amalgamation (other than a merger, consolidation or amalgamation between Hitachi and one or more of its 100% owned Japanese subsidiaries). If at the same time of a vote, for any reason the Depositary is unable to obtain the representation letter substantially in the form described above, the Depositary shall not vote the Stock or other Deposited Securities as to which no voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestshave been received. The Company Hitachi hereby agrees to take all reasonable action that may which shall at any time be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred or cause to be voted the amount of Stock or cause other Deposited Securities represented by every ADS, the Holder of which shall have furnished instructions to the Depositary as aforesaid, in accordance with the instructions set forth in such Preferred Stock request. So long as the Depositary shall act in good faith it shall not be responsible for any failure to be votedcarry out any instructions filed with it, or to comply with the provisions of any such notice, or for the manner or effect of any such vote, with or without instructions, or for not exercising any right to vote. In the absence of specific instructions from the holder of a ReceiptNotwithstanding anything contained in this Deposit Agreement or any ADR, the Depositary will abstain from voting may, to the extent not prohibited by law, regulations or applicable stock exchange requirements, in lieu of distribution of the Preferred Stock represented by materials provided to the Depositary Shares evidenced in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Holders of ADSs a notice that provides Holders of ADSs with a means to retrieve such materials or receive such materials upon request (i.e., by such Receipt. The Depositary shall not be required reference to a website containing the materials for retrieval or allowed to exercise discretion in voting any Preferred Stock represented by a contact for requesting copies of the Depositary Shares evidenced by such Receiptmaterials).

Voting Rights. Upon Subject to the provisions of the Certificate, upon receipt of notice of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series A Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited the Series H Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series H Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series H Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series H Preferred Stock or cause such Series H Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting vote, to the extent permitted by the rules of the New York Stock Exchange or any other applicable regulatory body, the Series H Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon Subject to the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders Holders of deposited the Series B Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail transmit to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of Series B Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Preferred Stock or cause such Series B Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series B Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date fixed pursuant to Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of the Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of the Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of the Series A Preferred Stock or cause such Preferred Stock shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to the Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Series A Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts. The Depositary shall not be required or allowed to exercise discretion in voting any Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail (or otherwise transmit by an authorized method), to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/40 of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail (or otherwise transmit by an authorized method), to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/40th of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Series B Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series B Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Preferred Stock or cause such Series B Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series B Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles of Incorporation, upon receipt of notice of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. (a) Upon receipt of notice of any meeting at which the holders of deposited Preferred New Common Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Depositary Receipts a notice, notice which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, and (ii) a statement that the holders Record Holders of Depositary Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 Record Date will be entitled, subject to any applicable provision of lawlaw and of the Company's Certificate of Incorporation, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount number of Preferred shares of New Common Stock represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder Record Holder of a Depositary Receipt on such record dateRecord Date, the Depositary shall vote or cause to be voted the amount number of Preferred shares of New Common Stock represented by the Depositary Shares evidenced by such Depositary Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred New Common Stock or cause such Preferred New Common Stock to be voted. In the absence of specific instructions from the holder of a Depositary Receipt, the Depositary will abstain from voting to the extent of the Preferred New Common Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (including the Certificate of Designations), upon receipt from the Company of written notice of any meeting at which the holders of deposited Preferred shares of Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawlaws and restrictions, to instruct authorize the Depositary as to the exercise of the voting rights pertaining to the amount number of Preferred shares of Stock represented by their respective Depositary Shares (including authority to give a discretionary proxy to a Person designated by the Company) and (iii) a brief statement as to the manner in which such instructions authorization may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall use its best efforts to vote or cause to be voted voted, in accordance with the amount authorization referred to above, the votes relating to the shares of Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by all Receipts as to which such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsauthorization has been received. The Company hereby agrees to take all such reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred shares of Stock or cause such Preferred shares of Stock to be votedvoted in accordance with the instructions received by the Depositary. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with votes cast pursuant to any instructions received from the other holders. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred of the Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt Unless otherwise provided in the Certificate of notice Incorporation (including any certificate of designation forming a part thereof), each stockholder having voting power shall, at every meeting of the stockholders of the Corporation, be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such stockholder. At any meeting at which of the holders of deposited Preferred Stock are stockholders, every stockholder entitled to votevote may vote in person or by proxy authorized by an instrument in writing, the Depositary shallor by facsimile, as soon as practicable thereafter, electronic mail to the record holders or any other means of Receipts a notice, which shall be provided electronic transmission permitted by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt DGCL filed in accordance with the instructions set forth procedure established for the meeting, but no proxy shall be voted on after three (3) years from its date, unless the proxy expressly provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or electronic transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used; provided that such requestcopy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or electronic transmission. To All voting may (except where otherwise required by law) be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or by such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the extent any name of the stockholder or proxy voting and such instructions request other information as may be required under the voting of a fractional interest of a share of deposited Preferred Stock, procedure established for the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsmeeting. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a ReceiptCorporation may, the Depositary will abstain from voting and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the Preferred Stock represented by meeting, count the Depositary Shares evidenced by such Receiptvotes, decide the results and make a written report thereof. The Depositary Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate appointed in advance of a meeting is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of such inspector’s duties, shall not be required or allowed take and sign an oath to exercise discretion in voting any Preferred Stock represented by faithfully execute the Depositary Shares evidenced by duties of inspector with strict impartiality and according to the best of such Receiptinspector’s ability.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail transmit to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the of holders of deposited Preferred Stock are entitled to voteor other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts Holder hereof a notice, which shall be provided by the Company and notice which shall contain (ia) such information as is contained in such notice of meeting, and (iib) a statement that the holders of Receipts Holder hereof at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision provisions of law, of the Articles of Incorporation of the Company and of the Deposit Agreement, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock or other Deposited Securities represented by their respective American Depositary Shares Shares, and (iii) a brief statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request instruction of a holder of a Receipt the Holder hereof on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock or other Deposited Securities represented by the Depositary Shares evidenced by such this Receipt in accordance with the instructions set forth in such requestinstructions. To the extent any such instructions request the voting aggregate of the American Depositary Shares voted for and against a proposal do not constitute integral multiples of a fractional interest Unit, the remainders in excess of the highest integral multiple of a share Unit will be disregarded. In the absence of deposited Preferred Stockinstructions from the Holder hereof, such Holder shall be deemed, and the Depositary shall aggregate deem such interest Holder, to have instructed the Depositary to use its best efforts to give a discretionary proxy to a person designated by the Company; provided, however, that such discretionary proxy shall not be given if the Company does not request such proxy to be given, and provided, further, that no such discretionary proxy shall be given with all respect to (i) any proposition (a) as to which the Depositary has knowledge of any shareholder contest to the action to be taken at the meeting or (b) for the purpose of authorizing a merger, consolidation or amalgamation (except an amalgamation between the Company and one or more of its 100% owned Japanese subsidiaries) or (ii) any other fractional interests resulting from requests with matter which may substantially affect the same voting instructions and shall vote the number rights or privileges of whole votes resulting from holders of such aggregation in accordance with the instructions received in such requestsStock or other Deposited Securities. The Company hereby agrees has agreed in the Deposit Agreement to take all reasonable action that may which shall at any time be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred or cause to be voted the amount of Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a other Deposited Securities represented by every American Depositary Receipt, the Depositary will abstain from voting Holder of which shall have furnished written instructions to the extent Depositary as aforesaid, in accordance with such instructions. Prior to requesting the delivery of a discretionary proxy upon the terms set forth herein, the Company shall deliver to the Depositary an opinion of the Preferred Stock represented by Company's counsel and a representation letter, in each case upon the terms contemplated in the Deposit Agreement. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipta timely manner.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail (or otherwise transmit by an authorized method) to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall shall, to the extent possible, vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with all Receipts as to which any particular voting instructions are received; provided, that the instructions set forth in such request. To the extent any Depositary receives such instructions request the sufficiently in advance of such voting of a fractional interest of a share of deposited to enable it to so vote or cause such Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsStock to be voted. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. On such matters as the Preferred Stock is entitled, each share of Preferred Stock isentitled to one vote and, accordingly, each Depositary Share is entitled to 1/100th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series E Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of Series E Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series E Preferred Stock or cause such Series E Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series E Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise any discretion in voting any shares of the Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting vote, to the extent permitted by the rules of the New York Stock Exchange or any other applicable regulatory body, the Series A Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person (other than the Depositary) designated by the Company) and (iii) a brief statement as to the manner in which such instructions may maybe be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record datedate (which shall be the same date as the record date for the Convertible Preferred Stock), the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Convertible Preferred Stock or cause such Convertible Preferred Stock to be voted. In The Depositary will not vote shares of Convertible Preferred Stock to the absence of extent it does not receive specific written instructions from the holder holders of a Receipt, Depositary Shares representing the Depositary will abstain from corresponding Convertible Preferred Stock. Any voting instructions given hereunder shall be revocable to the same extent of as a proxy granted with respect to the Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receiptthereby.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShare, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to 10 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the of holders of deposited Preferred Stock are entitled to vote, or other Deposited Securities the Depositary shallwill, as soon as practicable thereafter, mail to the record holders of Receipts a noticepublish notice thereof, which shall be provided by the Company and which shall notice will contain (ia) such information as is contained in such notice of meetingmeeting and, in the judgment of the Depositary, is material to the exercise of voting rights, or a brief summary of the matters to be acted upon at such meeting together with a statement that a copy of an English translation of said notice is available for inspection at certain designated places (iiwhich shall be identified in such notice), and (b) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision provisions of lawlaw and of the Articles of Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock or other Deposited Securities represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in procedure by which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of a holder of a Receipt, received on or before the date established by the Depositary for such purpose, and, if required by the Depositary, upon deposit of his Receipt or the coupon appertaining thereto at such place as is designated by the Depositary for such purpose, received on or before the date established by the Depositary for such record datepurpose, the Depositary shall will endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock or other Deposited Securities represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To In the extent any such absence of instructions request from the voting holder of a fractional interest of a share of deposited Preferred Stock, Receipt the Depositary has agreed to use its best efforts to give a discretionary proxy to a person designated by the Company; provided, however, such discretionary proxy shall aggregate not be given with respect to any proposition (a) as to which the Depositary has knowledge of any contest to the action to be taken at the meeting or (b) for the purpose of authorizing a merger, consolidation or amalgamation (except as amalgamation between the Company and one or more of its 100% owned Japanese subsidiaries) or on any other matter which may affect substantially the rights or privileges of the holder of such interest with all Stock or other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsDeposited Securities. The Company hereby agrees has agreed to take all reasonable action that may which shall at any time be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred or cause to be voted the amount of Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from other Deposited Securities represented by every European Depositary Receipt, the holder of which shall, if required by the Depositary, have deposited such Receipt or coupon designated for such purposes and shall have furnished a Receipt, written request setting forth instructions to the Depositary will abstain from voting to as aforesaid, in accordance with the extent of the Preferred Stock represented by the Depositary Shares evidenced by instructions set forth in such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receiptrequest.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, by electronic mail or first-class postage prepaid mail, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to not vote the extent amount of the Preferred Stock represented by the such Depositary Shares evidenced by such ReceiptShares. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designation, upon receipt of notice of any meeting at which the holders of deposited the Series B Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series B Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall insofar as practicable vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Preferred Stock or cause such Series B Preferred Stock to be votedvoted as instructed. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to not vote the extent of the Series B Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptHolders.

Voting Rights. Upon Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series C Preferred Stock or cause such Series C Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series C Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/20 of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail send to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series A Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited shares of the Series K Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of the related Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct authorize the Depositary as to the exercise of the voting rights pertaining to the amount number of shares of the Series K Preferred Stock represented by their respective related Depositary Shares (including express authority to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions authorization may be given. Upon the written request of a holder the holders of a Receipt Receipts on such record date, the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests referred to above, the votes relating to the applicable shares of Series K Preferred Stock (or portion thereof) represented by the related Depositary shall aggregate Shares evidenced by all related Receipts as to which such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsauthorization has been received. The Company hereby agrees to take all such reasonable action that actions which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of Series K Preferred Stock or cause such shares of Series K Preferred Stock to be voted. In the absence of specific instructions authorization from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the Series K Preferred Stock unless directed to the contrary by the record holders of all the related Receipts) to the extent of the shares of Series K Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the applicable Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafterafter receiving such notice, mail to the record holders Record Holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record date, to the extent practicable, the Depositary shall vote or cause to be voted voted, in accordance with the amount voting instructions set forth in such requests, the maximum number of Preferred whole shares of Stock represented by the Depositary Shares evidenced by such Receipt in accordance with all Receipts as to which any particular voting instructions are received, provided that the instructions set forth in such request. To the extent any Depositary receives such instructions request sufficiently in advance (as contemplated by the notice sent to the Record Holders of Receipts) of such voting to enable it to so vote or cause such Stock to be voted. If any holder of Depositary Shares instructs the Depositary to vote a fractional interest of a share of deposited Preferred Stock, the Depositary shall will aggregate such interest with all other fractional interests resulting from requests with the same voting instructions instruction and shall vote will submit the number of whole votes for whole shares of Stock resulting from such aggregation in accordance with the instructions received receive in such requests. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order determines are necessary to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be votedas instructed. In If the absence of Depositary does not receive specific voting instructions from the holder holders of a Receiptany Depositary Shares, the Depositary it will abstain from voting to the extent not vote an amount of the Preferred Stock represented by the such non-voting Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptShares.

Voting Rights. Upon receipt During the Term (as defined in the Earnout Escrow Agreement), the Stockholder shall have voting rights with respect to any Earnout Shares held for the Stockholder’s benefit under the Earnout Escrow Agreement. Without limiting the generality of notice the foregoing, until the Earnout Shares are earned and released from escrow pursuant to the terms of the Earnout Escrow Agreement, at each meeting of the stockholders of the Issuer, however called, or at any meeting at adjournment thereof, or in any other circumstance in which the holders of deposited Preferred Stock are entitled to vote, consent or other approval of the Depositary Issuer’s stockholders is sought, the Stockholder shall, as soon as practicable thereafterwith respect to any Earnout Shares still held under the Earnout Escrow Agreement, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) appear at each such information meeting or otherwise cause all such Earnout Shares held for the Stockholder’s benefit under the Earnout Escrow Agreement to be counted as is contained in such notice present or represented thereat for purposes of meeting, calculating a quorum and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted voted, or execute and deliver a written consent (or cause a written consent to be executed and delivered) with respect to, all such Earnout Shares held for the amount of Preferred Stock represented Stockholder’s benefit under the Earnout Escrow Agreement for or against, to be not voted, or to abstain, in the same proportion as the shares held by the Depositary Shares evidenced by holders of the Issuer’s common stock as a whole are voted for or against, not voted, or abstained on any such Receipt matter. The Stockholder shall take, or cause to be taken, and do, or cause to be done, all things reasonably necessary in accordance furtherance of the foregoing covenants. The Stockholder hereby agrees, in its capacity as a beneficial owner of the Earnout Shares, that the Stockholder shall not commit or agree to take any action inconsistent with the instructions set forth foregoing. As used in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockthis Agreement, the Depositary Stockholder shall aggregate be deemed to “beneficially own” any Earnout Shares which such interest person or any of such person’s Affiliates (as defined below) is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as well as any Earnout Shares with all other fractional interests resulting from requests with respect to which such person directly or indirectly, owns, exercises or has the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed right to exercise discretion in any voting any Preferred Stock represented by or economic rights, whether fixed or contingent or is treated as the Depositary Shares evidenced by such Receiptowner thereof for U.S. federal income tax purposes.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided notice prepared by the Company and which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the maximum number of whole votes resulting from shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received provided that the Depositary receives such aggregation instructions sufficiently in accordance with the instructions received in advance of such requestsvoting to enable it to so vote or cause such Stock to be voted. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt issuance of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shallCompany shall direct the Depositary, as soon as practicable thereafter, to mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting (and, if applicable, such information as is provided together with such notice of meeting), (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 determined as provided in Paragraph 14 will be entitled, subject to any applicable provision of law, the Certificate of Incorporation or the Certificate of Designations, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees has agreed to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The After aggregating all voting Depositary shall not be required or allowed to exercise discretion in Shares, the Depositary will disregard for voting purposes any fractional share of Preferred Stock represented by the Depositary Shares evidenced by such Receiptremaining. 17.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. The Depositary shall also forward to record holders of Receipts any related proxy materials furnished by the Company concerning action to be taken at such meeting. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such requestrequests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. To the extent any such instructions request the voting of a fractional interest fraction of a share of deposited Preferred Stock, the Depositary shall aggregate such interest fraction with all other fractional interests fractions resulting from requests with the same voting instructions and shall vote the number of whole votes shares resulting from such aggregation in accordance with the instructions received in such requestsrequest. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary requested by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/20 of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the be extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles Supplementary, upon receipt of notice of any meeting at which the holders of deposited the Series D Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series D Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series D Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series D Preferred Stock or cause such Series D Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series D Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series D Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Series D Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series D Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series D Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series D Preferred Stock or cause such Series D Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series D Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series D Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles Supplementary, upon receipt of notice of any meeting at which the holders of deposited the Series E Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series E Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series E Preferred Stock or cause such Series E Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series E Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series E Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified the relevant record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests, the maximum number of shares of Stock represented by the Depositary shall aggregate such interest with Shares evidenced by all other fractional interests resulting from requests with the same Receipts as to which any particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by Stock. Holders of Receipts shall also be entitled to vote on certain amendments to the Depositary Shares evidenced by such ReceiptDeposit Agreement pursuant to Section 6.01.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will not vote Depositary Shares held by it. In the absence of authorization from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the Preferred Stock unless directed to the contrary by the record holders of all the related Receipts) to the extent of the shares of Preferred Stock (or portion thereof) represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the applicable Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series B Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of Series B Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Preferred Stock or cause such Series B Preferred Stock to be voted. In the absence of specific instructions from the holder Holder of a Receipt, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to such Series B Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Series B Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Class E Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Class E Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Class E Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Class E Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Class E Preferred Stock is entitled to 10 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Class E Preferred Stock or cause such Class E Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Class E Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Class E Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series A Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company (along with an updated registry of record holders of Receipts evidencing Depositary Shares as of the record date for such meeting to be provided by the Registrar) and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt issuance of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shallCompany shall direct the Depositary, as soon as practicable thereafter, to mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 determined as provided in Paragraph 15 will be entitled, subject to any applicable provision of law, the Company's Articles of Incorporation or the Express Terms, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares Shares, and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees has agreed to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The After aggregating all voting Depositary shall not be required or allowed to exercise discretion in Shares, the Depositary will disregard for voting purposes any fractional share of Preferred Stock represented by the Depositary Shares evidenced by such Receiptremaining.

Voting Rights. Upon receipt of written notice of any meeting at which the holders of deposited Class N Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Class N Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Class N Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Class N Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes and any remaining fractional votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Class N Preferred Stock is entitled to 1,000 votes and, accordingly, each Depositary Share is entitled to one vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Class N Preferred Stock or cause such Class N Preferred Stock to be votedvoted in accordance with the instructions received by the Depositary. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to the applicable Class N Preferred Stock unless directed to the contrary by the record holders of all of the related Receipts) to the extent of the Class N Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Class N Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Statement, upon receipt of notice of any meeting at which the holders of deposited the MuniFund Term Preferred Stock Shares of a series are entitled to vote, the Depositary Depository shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts evidencing Depositary Shares in respect of such MuniFund Term Preferred Shares, determined on the record date as set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Fund which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary Depository as to the exercise of the voting rights pertaining to the amount of MuniFund Term Preferred Stock Shares represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depository to give a discretionary proxy to a person designated by the Fund) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary Depository shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the maximum number of whole votes resulting from such aggregation in accordance with MuniFund Term Preferred Shares represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions received in such requestsare received. The Company Fund hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary Depository in order to enable the Depositary Depository to vote such MuniFund Term Preferred Stock Shares or cause such MuniFund Term Preferred Stock Shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary Depository will abstain from voting to vote the extent of the MuniFund Term Preferred Stock Shares represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by other Holders of such ReceiptReceipts.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall insofar as practicable vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Preferred Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1000th of a vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock represented by the vote all Depositary Shares evidenced held by such Receiptit in proportion with any instructions received. The Depositary shall not be required or allowed to exercise any discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designation, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date fixed pursuant to Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of the Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of the Preferred Stock or cause such Preferred Stock shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to the Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited Preferred Stock the Series A Preference Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Series A Preference Shares represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stockrequests, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the maximum number of whole votes resulting from such aggregation in accordance with shares of Series A Preference Shares represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions received in such requestsare received. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Series A Preference Shares or cause such Preferred Stock Series A Preference Shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Preferred Stock Series A Preference Shares represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited the Series G Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series G Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series G Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series G Preferred Stock or cause such Series G Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting vote, to the extent permitted by the rules of the New York Stock Exchange or any other applicable regulatory body, the Series G Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series C Preferred Stock or cause such Series C Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series C Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice from the Corporation of any meeting at which the holders of deposited the Series C Preferred Stock are entitled to vote, the Depositary shall, if requested in writing and provided with all necessary information and documents, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the Record Holders of Receipts, as determined on the record holders of Receipts date set forth in Section 4.4, a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders Holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled4.4 may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount shares of the Series C Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Corporation), and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of the Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such shares of the Series C Preferred Stock or cause such Preferred Stock shares to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting not vote (but, at its discretion, may appear at any meeting with respect to the Series C Preferred Stock unless directed to the contrary by the Holders of all the Receipts) to the extent of the shares of the Series C Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts. The Depositary shall not be required or allowed to exercise discretion in voting any Series C Preferred Stock represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and notice which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may maybe be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record datedate (which shall be the same date as the record date for the Convertible Preferred Stock), the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Convertible Preferred Stock or cause such Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting (but, at its discretion, not from appearing at any meeting with respect to such Convertible Preferred Stock unless directed to the contrary by the holders of all the Receipts) to the extent of the Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary Any voting instructions given hereunder shall not be required or allowed revocable to exercise discretion in voting any the same extent as a proxy granted with respect to the Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receiptthereby.

Voting Rights. 12.1 Holders of GDRs will have voting rights on behalf of their beneficial owners with respect to the Deposited Shares, subject to providing the relevant Identity Information. The Company has agreed to provide the Depositary with a copy of any notice containing resolutions to be proposed at a general meeting of the Company and any materials with respect to the meeting to be distributed to Holders not less than 30 calendar days prior to such meeting date and the Depositary will vote or cause to be voted the Deposited Shares in the manner set out in this Condition 12. Upon receipt of any notice of any meeting at of holders of the Shares in which the holders of deposited Preferred Stock are Shares would be entitled to votevote and any materials with respect to the meeting to be distributed to Holders, if requested in writing by the Company to extend voting to Holders, the Depositary shall, as soon as practicable thereafter, mail give to the record holders Holders a notice in accordance with Condition 22, the form of Receipts a notice, which shall be provided in the sole discretion of the Depositary, that shall contain: (a) the information contained in the notice of meeting received by the Company and which shall contain Depositary; (i) such information as is contained in such notice of meeting, (iib) a statement that the holders Holders as of Receipts at the close of business on a specified record date fixed pursuant (being a date selected by the Depositary which is as close to Section 4.04 the relevant record date set by the Company as reasonably practicable) will be entitled, subject to the provision of the relevant Identity Information and compliance with any other applicable provision of lawKazakhstani law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to on behalf of the amount relevant beneficial owners of Preferred Stock GDRs arising under the Shares represented by their respective Depositary Shares and GDRs; (iiic) a brief statement as to the manner in which such those instructions and the relevant Identity Information may be given. Upon the written request of a holder of a Receipt on such record date, given to the Depositary shall vote for or cause against or where permitted by Kazakhstani law to abstain from voting on, each and any resolution specified in the agenda for the meeting; (d) where instructed to include such a request by the Company, a request for certain information from the relevant Holder and/or beneficial owner of the relevant GDRs to be voted included with the amount of Preferred Stock represented by voting instruction form, and (e) the last date on which the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same will accept voting instructions and shall vote Identity Information from Holders (the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests"Instruction Cutoff Date"). The Company hereby agrees has agreed to take all reasonable action that may be reasonably deemed necessary by provide to the Depositary in order appropriate proxy forms to enable the Depositary to appoint a representative to attend the relevant meeting and vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence on behalf of specific instructions from the holder of a Receipt, the Depositary and the relevant beneficial owners of GDRs. The Company has acknowledged in the Deposit Agreement, and by holding GDRs each Holder acknowledges, that there can be no assurance that Holders generally or any particular Holder will abstain from voting receive the notice referred to in this Condition 12.1 in time to enable each Holder to give instructions to the extent of Depositary prior to the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptInstruction Cutoff Date.

Voting Rights. Upon Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Series H Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series H Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series H Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series H Preferred Stock or cause such Series H Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series H Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShare, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/100th vote. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Series H Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, notice prepared by the Corporation which shall be provided by the Company and which shall contain contain: (i) such information as is contained in such notice of meeting, ; (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series H Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation); and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall use its best efforts to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series H Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series H Preferred Stock or cause such Series H Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series H Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.

Voting Rights. Upon Subject to the provisions of the Articles of Incorporation, upon receipt of notice of any meeting at which the holders of deposited the Mandatory Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts, determined on the record holders of Receipts date as set forth in Section 4.04, a notice, which shall be provided notice prepared by the Company and which Corporation that shall contain (ia) such information as is contained in such notice of meeting, meeting and (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledRecord Holders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Mandatory Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and (iii) a brief statement as to the manner in which such instructions may be given. Each Record Holder of Receipts on the record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Mandatory Convertible Preferred Stock) may instruct the Depositary as to how to vote the amount of the Mandatory Convertible Preferred Stock represented by such Record Holder’s Receipts in accordance with these instructions. Upon the written request of a holder the Record Holders of a Receipt Receipts on such the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Mandatory Convertible Preferred Stock or cause such Mandatory Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder Record Holders of a ReceiptReceipts, the Depositary will shall abstain from voting the Mandatory Convertible Preferred Stock to the extent it does not receive such specific instructions from the Record Holders of the Preferred Stock represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock represented by the Depositary Shares evidenced by such ReceiptReceipts.

Voting Rights. Upon receipt The Record Holders of notice the Series B Preferred Shares shall have the right to vote on any matter with holders of any meeting at which common stock voting together as one (1) class. The Record Holders of the 2,000,000 Series B Preferred Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of deposited Preferred Stock are other Series of voting preferred shares and the holders of common stock entitled to vote at any Regular or Special Meeting of the Shareholders) equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Delaware law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any. The Record Holders of the Depositary shall, as soon as practicable thereafter, mail Series B Preferred Shares shall be entitled to the record same notice of any Regular or Special Meeting of the Shareholders as may or shall be given to holders of Receipts a notice, which shall be provided by the Company any other series of preferred shares and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts common shares entitled to vote at such meetings. No corporate actions requiring majority shareholder approval or consent may be submitted to a vote of preferred and common shareholders which in any way precludes the close Series B Preferred Stock from exercising its voting or consent rights as though it is or was a common shareholder. For purposes of business on determining a specified record date fixed pursuant to Section 4.04 will be entitled, subject to quorum for any applicable provision of law, to instruct the Depositary as to the exercise Regular or Special Meeting of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record dateShareholders, the Depositary 2,000,000 Series B Preferred Shares shall be included and shall be deemed as the equivalent of 60% of all common shares represented at and entitled to vote or cause to be voted at such meetings. For period of one year immediately following the amount issuance of Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with shares of the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Series B Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with Record Holders of the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. The Company hereby agrees to take all reasonable action that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Preferred Stock or cause such Preferred Stock to shall be voted. In the absence of specific instructions forbidden from the holder of effecting a Receipt, the Depositary will abstain from voting to the extent reverse split of the Preferred Stock represented by outstanding shares of the Depositary Shares evidenced by such Receipt. The Depositary shall Corporation’s common stock, without the affirmative vote of not be required or allowed to exercise discretion in voting any Preferred Stock represented by less than 66.67% of the Depositary Shares evidenced by such Receiptthen-outstanding shares of the Corporation’s common stock.

Voting Rights. Upon Subject to the provisions of the Certificate of Designations, upon receipt of notice of any meeting at which the holders of deposited Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Company, in its reasonable discretion, to the record holders of Receipts a notice, which shall be provided notice prepared by the Company and which shall contain (i) such information as is contained in such notice of meeting, meeting and (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledmay, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company) and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the holders of a Receipt Receipts on such the relevant record date, the Depositary shall to the extent possible vote or cause to be voted the amount of Preferred Stock represented by the Depositary Shares evidenced by such Receipt voted, in accordance with the instructions set forth in such requestrequests, the maximum number of whole shares of Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each share of Stock is entitled to one vote and, accordingly, each Depositary Share is entitled to 1/1,000th of a vote. The Company hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock or cause such Preferred Stock to be voted. In the absence of specific instructions from the holder holders of a ReceiptReceipts, the Depositary will abstain from voting vote, to the extent permitted by the rules of the Preferred New York Stock Exchange, the Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother holders.

Voting Rights. Upon receipt of notice of any meeting at which the holders of deposited Preferred Stock Shares are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the record holders of Receipts a notice, which shall be provided by the Company and which shall contain (i) such information as is contained in such notice of meeting, (ii) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitled, subject to any applicable provision of law, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Preferred Stock Shares represented by their respective Depositary Shares and (iii) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder of a Receipt on such record date, the Depositary shall vote or cause to be voted the amount of Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent any such instructions request the voting of a fractional interest of a share of deposited Preferred StockShares, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requests. Each Preferred Share is entitled to one vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share is entitled to 1/10 of a vote on such matters. The Company hereby agrees to take all reasonable action actions that may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Preferred Stock Shares or cause such Preferred Stock Shares to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary will abstain from voting to the be extent of the Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary shall not be required or allowed to exercise discretion in voting any Preferred Stock Shares represented by the Depositary Shares evidenced by such Receipt.

Voting Rights. Upon Subject to the provisions of the Articles of Amendment, upon receipt of notice of any meeting at which the holders of deposited the Series B Convertible Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail or transmit by such other method approved by the Depositary, in its reasonable discretion, to the record holders Record Holders of Receipts a notice, which shall be provided notice prepared by the Company and Corporation which shall contain (ia) such information as is contained in such notice of meeting, (iib) a statement that the holders of Receipts at the close of business on a specified record date fixed pursuant to Section 4.04 will be entitledHolders may, subject to any applicable provision of lawrestrictions, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series B Convertible Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation), and (iiic) a brief statement as to the manner in which such instructions may be given. Upon the written request of a holder the Holders of a Receipt Receipts on such the relevant record date, the Depositary shall use its best efforts to vote or cause to be voted voted, in accordance with the amount instructions set forth in such requests, the maximum number of whole shares of Series B Convertible Preferred Stock represented by the Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. To the extent all Receipts as to which any such instructions request the voting of a fractional interest of a share of deposited Preferred Stock, the Depositary shall aggregate such interest with all other fractional interests resulting from requests with the same particular voting instructions and shall vote the number of whole votes resulting from such aggregation in accordance with the instructions received in such requestsare received. The Company Corporation hereby agrees to take all reasonable action that which may be reasonably deemed necessary by the Depositary in order to enable the Depositary to vote such Series B Convertible Preferred Stock or cause such Series B Convertible Preferred Stock to be voted. In the absence of specific instructions from the holder Holders of a ReceiptReceipts, the Depositary will abstain from voting to vote the extent of the Series B Convertible Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Receipt. The Depositary shall not be required or allowed Holders proportionately with votes cast pursuant to exercise discretion in voting any Preferred Stock represented by instructions received from the Depositary Shares evidenced by such Receiptother Holders.