definiens: shall mean, in respect of any matter, the Series A - E Holders holding at least sixty percent ( 60 % ) ofthe votes attaching to the Neuromed Series Preferred and Neuromed Special Series Voting Stock ( other than Neuromed SpecialF ) then outstanding ( voting together as a single class and not as a separate series of stock ) have approved of such matter inaccordance with the Neuromed Charter, provided, however, that if at the time the approval is sought, one ( 1 ) Series A - E Holder(or a group of non - arm ’s length Series A - E Holders ) holds at least sixty percent ( 60 % ) of the Neuromed Series Preferred ( otherthan Neuromed Series F ) and Neuromed Special Series Voting Stock ( other than Neuromed Special F ), such approval mustinclude at least two ( 2 ) Series A - E Holders who are arm ’s length to each other