of this Series representing at least 66-2/3% of the aggregate voting power of
shares of this Series then outstanding, amend, alter or repeal any of the
provisions of the Certificate or the Certificate of Incorporation so as, in any
such case, as applicable, to (i) amend, alter or repeal any of the powers,
preferences or rights of the Series Common Stock or (ii) adversely affect the
voting powers, designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, of the shares of this Series or the Series LMCN-V Common Stock;
provided, however, that no affirmative vote or written approval of any holder of
shares of this Series shall be required to amend, alter or repeal any of the
powers, preferences or rights of any series of Series Common Stock other than
this Series and the Series LMCN-V Common Stock.
4.4 So long as any shares of this Series remain outstanding, the
Corporation shall not, without the affirmative vote or written consent of the
holders of shares of this Series representing 100% of the aggregate voting power
of shares of this Series then outstanding, amend, alter or repeal the provisions
of Section 7.7 or this Section 4.4.
4.5 No consent of holders of shares of this Series shall be required
for (i) the creation of any indebtedness of any kind of the Corporation, (ii)
the authorization or issuance of any class or series of Parity Stock or Senior
Stock, (iii) the approval of any amendment to the Certificate of Incorporation
that would increase or decrease the aggregate number of authorized shares of
Series Common Stock or Common Stock or (iv) the authorization of any increase or
decrease in the number of shares constituting this Series; provided, however,
that the number of shares constituting this Series shall not be decreased below
the number of such shares then outstanding.
5. Liquidation Rights.
5.1 Upon the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of shares of this
Series shall be entitled to receive, contemporaneously with any distribution to
holders of shares of Common Stock upon such liquidation, dissolution or winding
up, an aggregate amount per share equal to the product of the Formula Number
then in effect multiplied by the aggregate amount to be distributed per share to
holders of Common Stock.