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(i) Voting Rights.
(i) Voting Power. Except as otherwise
provided in Section 2(b)(ii) of this Article V or as
required by law, the holders of Voting Preferred Stock
shall be entitled to vote on all matters presented to
the stockholders of the corporation. Except as
otherwise provided herein or required by law, the
holders of Voting Preferred Stock shall vote together
with the holders of shares of Common Stock. Each share
of Voting Preferred Stock shall be entitled to one (1)
vote per share.
(ii) Voting Rights with Respect to Election
of Directors. The holders of shares of Voting
Preferred Stock shall be entitled, voting as a separate
class, to elect four (4) directors of the corporation
(the “Preferred Stock Directors”). A Preferred Stock
Director shall be removed only by the vote of the
holders of a majority of the shares of Voting Preferred
Stock, voting as a separate class.
* * * * * * *
(j) Transfer Restrictions.
(i) General. No holder of shares of Voting
Preferred Stock shall, directly or indirectly, transfer
or otherwise dispose of any shares of Voting Preferred
Stock owned by such holder, or any interest therein
prior to June 30, 2000. * * *
* * * * * * *
ARTICLE VI
POWERS OF THE BOARD OF DIRECTORS
Except as otherwise provided by law, the Board of
Directors is expressly authorized and empowered by
majority vote to determine all matters relating to the
business and management of the corporation; provided,
however, the following actions shall be taken by the
corporation only upon the unanimous vote of the Board
of Directors including, in each case, the Common Stock
Director: (a) the incurrence of indebtedness or any
other similar obligation, including in the form of any
guaranty of the indebtedness of another person; (b) the
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