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corporation or other property * * *, (ii) make any
payment on account of, or set apart for payment money
for a sinking or other similar fund for, the purchase,
redemption, retirement or other acquisition for value
of any of, or redeem, purchase, retire or otherwise
acquire for value any of, the Participating Junior
Securities * * * or any warrants, rights, calls or
options exercisable for or convertible into any of the
Participating Junior Securities, or (iii) permit any
corporation or other entity directly or indirectly
controlled by the corporation to purchase, redeem,
retire or otherwise acquire for value any of the
Participating Junior Securities or any warrants,
rights, calls or options exercisable for or convertible
into any Participating Junior Securities, in each case,
at any time when there is an Unpaid Preferred Dividend
Amount. For the purposes hereof, the “Unpaid Preferred
Dividend Amount” with respect to each share of the
Participating Preferred Stock shall be equal to the
aggregate of all Quarterly Preferred Dividends 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.
(e) Participating Dividends. Each holder of
record as of the close of business on the record date
set therefor of shares of Participating Preferred Stock
* * * shall become entitled to receive on a pro rata
basis with the holders of shares of Common Stock any
dividend (when, as and if declared by the Board of
Directors of the corporation) with respect to the
Common Stock (the “Participating Dividend”).
(f) Participating Preferred Liquidation
Preference.
(i) Participating Preferred Liquidation
Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the corporation, the holders of shares
of Participating Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the
corporation available for distribution to its
shareholders, whether such assets are capital or
surplus and whether or not any Quarterly Preferred
Dividends are declared, an amount equal to the par
value for each share outstanding on the date fixed for
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