- 63 - Section 2. Common Stock. * * * * * * * (i) Voting Power. Except as otherwise provided in Sections 4(i)(ii) of this Article V, the holders of shares of Common Stock shall be entitled to vote on all matters presented to the shareholders of the corporation. Except as otherwise provided herein or required by law, holders of shares of Common Stock shall vote together with holders of shares of Voting Preferred Stock. Except as otherwise provided in Section 2(a)(ii), the shares of Common Stock shall represent, in the aggregate, twenty (20) votes and each share of Common Stock outstanding on the relevant record date shall have a vote equal to twenty (20) divided by the number of shares of Common Stock outstanding on such record date. (ii) Voting Rights with Respect to Election or Removal of Directors and Certain Other Matters. The holders of shares of Common Stock shall be entitled, voting as a separate class, to elect one (1) director of the corporation (the “Common Stock Director”). The Common Stock Director shall be removed only by the vote of the holders of a majority of the shares of Common Stock, voting as a separate class. In voting for the election or removal of the Common Stock Director or in any other matter on which the Common Stock shall vote as a separate class, each share of Common Stock shall be entitled to one vote per share. Section 3. Participating Preferred Stock. (a) Issuance. The shares of Participating Preferred Stock shall be issued by the corporation for their par value, without stated value. (b) Rank. The Participating Preferred Stock shall, (i) with respect to rights with respect to the Quarterly Preferred Dividends (as defined below) and rights with respect to the Participating Preferred Liquidation Preference (as defined below) upon liquidation, winding up and dissolution, rank (x) 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 thePage: Previous 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 Next
Last modified: May 25, 2011