Special Voting Right. Provided that GE Capital holds at least 75% of the shares of Common Stock or Class A Common Stock issued or issuable upon conversion of the Series D Preferred Stock that was actually purchased by GE Capital pursuant to the Series D Purchase Agreement, the Company shall not, at any time prior to January 19, 2001, without the prior written consent of GE Capital, effect any "Liquidation Event" (as that term is defined in the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock) that would result in GE Capital receiving gross proceeds on a per share basis of less than three times the "Original Conversion Price" (as that term is defined in, the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock) each of the shares of the Series D Preferred stock held by GE Capital upon such Liquidation Event.
Special Voting Right. The Trustee, as the holder of record of the Special Voting Right, shall be entitled to all of the votes represented by the Special Voting Right, including the right to vote in person or by proxy the Special Voting Right on any matters, questions, proposals or propositions whatsoever that may properly come before the Trust Unitholders at a Trust Meeting or in connection with a Trust Consent. The Special Voting Right shall be and remain vested in and exercised by the Trustee. Subject to Section :
Special Voting Right. For a period equal to the greater of (a) twenty-four (24) months from the Original Issue Date or (b) the time when there shall be less than 250,000 shares of the Series A Preferred Stock issued and outstanding, in addition to any other remedies available under this Certificate of Designations, at law or in equity, if the Corporation breaches any of the provisions of this Certificate of Designations, including without limitation, the restrictions and limitations set forth in Section 6 of this Certificate of Designations, and/or breaches any covenant contained in Section 7 of the Securities Purchase Agreement, and such breach shall continue for a period of forty-five (45) days after written notice of such breach shall have been sent to the Corporation in accordance with Section 12.12 of the Securities Purchase Agreement, the holders of shares of Series A Preferred Stock will be empowered with a number of votes sufficient to elect a majority of the Board of Directors of the Corporation, which right will be exercisable by TransGlobal Financial Corporation, as financial advisor to the Corporation and holder of a voting proxy over each of the shares of Series A Preferred Stock issued by the Corporation ("Special Voting Right"). The actual number of votes represented by the Special Voting Right upon the occurrence of any particular breach will be equal to (A) the total number of the Corporation's common equivalent shares then outstanding minus (B) the number of shares of Common Stock then held by the purchasers of shares of Common Stock in the Company's equity offering described in the Information Statement of REAADS Medical Products, Inc. ("REAADS"), dated April 8, 1998, as amended by a supplement dated April 23, 1998 describing a proposed merger relating to REAADS and the Company. The Special Voting Right will continue until the first to occur of (i) remedy of the noncompliance or (ii) the date when less than 250,000 shares of Preferred Stock remain outstanding, and upon each and every vesting of the Special Voting Right, the Corporation shall reconstitute the Board of Directors in the manner described in Section 4(c) of the Certificate of Designations.
Special Voting Right. A holder of Convertible Preferred Stock exercising the special voting rights set forth in Section V(b) of the Convertible Certificate of Designations is subject to all of the terms and conditions of this Agreement except Section 7 hereof.
Special Voting Right
