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shall be specified by the corporation’s Board of
Directors, from time to time. For the purposes hereof,
the “Stated Value” of each share of Voting Preferred
Stock (regardless of its par value) shall be $17,187.50
per share plus the Unpaid Dividend Amount (as defined
below), which Stated Value shall be proportionately
increased or decreased for any subdivision,
combination, reclassification or stock split,
respectively, of the outstanding shares of Voting
Preferred Stock. For the purposes hereof, the “Unpaid
Dividend Amount” with respect to each share of the
Voting Preferred Stock shall be equal to the aggregate
of all Quarterly Dividends (as defined below) that the
holder of such share shall have theretofore become
entitled to receive for such share but that shall not
have been declared and paid by the Board of Directors
of the corporation.
(c) Rank. The Voting Preferred Stock shall, with
respect to dividend rights and rights on liquidation,
winding up and dissolution, rank (i) senior to the
Common Stock and all other classes or series of stock
of the corporation now or hereafter authorized, issued
or outstanding that by their terms expressly provide
that they are junior to the Voting Preferred Stock or
which do not specify their rank with respect to the
Voting Preferred Stock (collectively with the Common
Stock, “Junior Securities”) and (ii) on a parity with
all classes or series of stock of the corporation now
or hereafter authorized, issued or outstanding that by
their terms expressly provide that they will rank on
parity with the Voting Preferred Stock as to dividend
distributions and distributions upon liquidation,
winding up and dissolution of the corporation
(collectively, “Parity Securities”).
(d) Dividends.
(i) Amount of Dividends. On the last
business day of each March, June, September and
December in each calendar year (the “Dividend Accrual
Date”), each holder of record as of the close of
business on the Dividend Accrual Date of shares of the
Voting Preferred Stock as their names appear in the
stock register of the corporation on such date shall
become entitled to receive (when, as and if declared by
the Board of Directors of the corporation) a dividend
(the “Quarterly Dividend”) equal to one and three
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