This excerpt taken from the ELNK 8-K filed Nov 9, 2007.
The following Strategic Decisions shall be approved as provided in Article 8 of this Stockholders Agreement:
(a) Any amendment to governing documents, to the extent (i) with respect to an amendment of the Certificate of Incorporation, such amendment alters or changes the powers, preferences or special rights of the Class A Common Stock or Class B Common Stock, (ii) with respect to an amendment to the Operating Agreement, such amendment alters or changes the powers, preferences or special rights of the Preferred Membership Units, (iii) with respect to the amendment of the Bylaws of the Management Company and this Stockholders Agreement, such amendment alters or changes the powers, preferences or special rights of the Class A Common Stock or the Class B Common Stock;
(b) Transactions with Affiliates in excess of $5,000,000, provided that (i) the Operating Company notifies both EarthLink and SKT with respect to any such transactions and (ii) to the extent the aggregate of any such transactions by and between SKT, and/or its affiliated parties, on one hand, and the Operating Company, on the other hand, exceeds $10,000,000 on a cumulative annual basis (excluding from such calculation any transactions that are approved by all Class B Directors and a majority vote of all directors), then any further transactions with Affiliates during such year shall be deemed Strategic Decisions and be subject to approval herein;
(c) Any modifications of Schedules 8.1(a) or (b);
(d) Any issuance of equity or membership interest senior to the Class B Common Stock or the Membership Units, including any preferred stock or Preferred Membership Units;
(e) Any Bankruptcy Matter; and
(f) Except in connection with an M&A Transaction, any event which results in the primary investment vehicle of the joint venture (represented by the Operating Company and the Management Company) becoming a corporation as opposed to a limited liability company, whether such occurs by means of a conversion of the Operating Company from a limited liability company to a
corporation, a merger of the Operating Company into the Management Company or otherwise.