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on the Preferred Dividend Accrual Date of shares of the
Voting 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 Dividend”) equal to one and one-quarter
percent (1�%) of the Stated Value of such share (pro-
rated for any portion of a full calendar quarter that
such share shall have been issued and outstanding).
* * * * * * *
(e) Restrictions on Junior Payments. So long as
any shares of Voting 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, Junior Securities or any warrants,
rights, calls or options exercisable or convertible
into any Junior Securities, either directly or
indirectly, whether in cash, obligations or shares of
the 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 Junior Securities * * *
or any warrants, rights, calls or options exercisable
for or convertible into any of the 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 Junior Securities or any warrants, rights,
calls or options exercisable for or convertible into
any Junior Securities at any time when there is an
Unpaid Dividend Amount with respect to the Voting
Preferred Stock. * * *
(f) Liquidation Preference.
(i) 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 Voting 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 Dividends are
declared, an amount equal to the Stated Value for each
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