- 67 -
(z) the number of shares of Participating Preferred
Stock then outstanding or, expressed algebraically
.01 x (8.5 x Trailing Four Quarter EBITDA - Debt - Aggregate Stated Value of the Voting Preferred
Stock)
number of shares of Participating Preferred Stock then outstanding
“Trailing Four Quarter EBITDA” means the sum of the
earnings before interest, taxes, depreciation and
amortization of the corporation as of the last day of
each of the preceding four fiscal quarters of the
corporation ended prior to the date of determination
* * *. “Debt” means all indebtedness for borrowed
money of the corporation * * *
(ii) Redemption at Option of Holders. After
June 30, 2018, any holder of shares of Participating
Preferred Stock shall be entitled, at its option, to
require the corporation to redeem, out of funds legally
available therefor, in the manner provided in Section
3(g)(iii)(B) of this Article V, all of the shares of
the Participating Preferred Stock held by it, at a
redemption price per share, payable in cash, equal to
the dollar amount derived from the EBITDA Formula.
* * * * * * *
(i) Voting Rights. Except as specifically set
forth in the NYBCL [the Business Corporation Law of the
State of New York], the holders of shares of
Participating Preferred Stock shall not be entitled to
any voting rights with respect to any matters voted
upon by shareholders of the corporation.
(j) Restrictions on Transfer.
(i) No holder of shares of Participating
Preferred Stock shall, directly or indirectly, transfer
or otherwise dispose of any shares of Participating
Preferred Stock owned by such holder, or any interest
therein prior to June 30, 2003. * * *
* * * * * * *
Section 4. Voting Preferred Stock.
* * * * * * *
(b) Issuance and Stated Value. The shares of
Voting Preferred Stock shall be issued by the
Page: Previous 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 NextLast modified: May 25, 2011