In reference to common terms in a Termsheet that are designed to protect the Preferred class of investors. Pertains to equity and real estate investments. So long as there remains a certain amount outstanding of preferred stock, consent of the holders of at least 50% of the preferred stock is usually required to:

•  Alter any provision of the certificate of incorporation or the bylaws if it would adversely alter the rights, preferences, privileges or powers of or restrictions on the preferred stock;

•  Increase or decrease the authorized number of shares of preferred stock or any series of preferred;

•  Authorize or create (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges with respect to  dividends or liquidation senior to or on a parity with the preferred or having voting rights other than those granted to the preferred stock generally; for purposes of this event, the majority of the preferred stock as a class shall be required for approval, including any debt security exceeding $X;

•  Approve the voluntary liquidation or dissolution of the Company (often only required if the implied return on investment is below a specified cash-on-cash return, such as 2X);

•  Declare or pay any dividend or distribution or approve any repurchase with respect to the preferred stock (except as otherwise provided in the certificate of incorporation) or the common stock (subject to customary exceptions); or

•  Sell the company for at least X times the Original Issuer Price

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