New Jersey § 14a:9-3

§ 14a:9-3.

(1) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any

provision in the certificate of incorporation, the holders of the outstanding shares

of a class or series shall be entitled to vote as a class upon a proposed amendment,

if the amendment would (a) exclude or limit their right to vote on any matter, except as such right may be

limited by voting rights given to new shares then being authorized of any existing

or new class or series; (b) limit or deny their existing preemptive rights; (c) cancel or otherwise adversely affect dividends which have accrued but have not

been declared on the shares held by them; or (d) create, or authorize the board to create, a new class or series having, or convertible

into shares having, rights or preferences prior or superior to those of the shares

held by them, or increase such rights or preferences of any class or series. (2) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any

provision in the certificate of incorporation, the holders of the outstanding shares

of a class or series whose rights or preferences would be subordinated or otherwise

adversely affected by a proposed amendment shall be entitled to vote as a class thereon,

if the amendment would (a) decrease the par value of their shares; (b) effect a conversion, exchange or reclassification of their shares; (c) effect a conversion or exchange, or create a right of conversion or exchange,

of any shares of another class or series into shares of their class or series; (d) change the designation, preferences, limitations or relative rights of their shares; (e) change their shares into a different number of shares, or into the same number

of shares of another class or series; or (f) divide the shares of their class into series or determine the designation of any

series in their class or determine any preferences, limitations or relative rights

of any series in their class, or authorize the board to make any such division or

to make or change any such determination. (3) If any proposed amendment referred to in subsections 14A:9-3(1) and 14A:9-3(2)

would subordinate or otherwise adversely affect the rights or preferences of the holders

of shares of one or more series of any class, but not of the entire class, then only

the holders of such series shall be entitled by this section to vote as a class upon

such proposed amendment. (4) This section shall not apply to amendments which may be made by board action without

shareholder approval, as set forth in subsection 14A:9-2(2).