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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 the
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