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Participating Preferred Stock as to Quarterly Preferred
Dividend distributions or as to the Participating
Preferred Liquidation Preference upon liquidation,
winding up or dissolution or which do not specify their
rank with respect to the Participating Preferred Stock
(collectively with the Common Stock, “Participating
Junior Securities”) and (y) on a parity with the Voting
Preferred 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 will rank on parity with the Voting
Preferred Stock as to the dividend distributions and
distributions upon liquidation, winding up and
dissolution of the corporation (collectively with the
Voting Preferred Stock, “Preferred Parity Securities”)
and (ii) with respect to the Participating Dividends
(as defined below) and all other rights with respect to
distributions upon liquidation, winding up or
dissolution, on a parity with the Common Stock.
(c) Quarterly Preferred Dividends.
(i) Amount of Quarterly Preferred Dividends.
On the last business day of each March, June, September
and December in each calendar year (the “Preferred
Dividend Accrual Date”), each holder of record as of
the close of business on the Preferred Dividend Accrual
Date of shares of the Participating 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 Preferred Dividend”) equal to one cent
($.01) per share (pro-rated for any portion of a full
calendar quarter that such share shall have been issued
and outstanding).
* * * * * * *
(d) Restrictions on Participating Junior Payments.
So long as any shares of Participating Preferred Stock
are outstanding, the corporation shall not (i) declare,
pay or set apart for payment any dividend on, or make
any distribution in respect of, Participating Junior
Securities or any warrants, rights, calls or options
exercisable or convertible into any Participating
Junior Securities, either directly or indirectly,
whether in cash, obligations or shares of the
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