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in respect of, Junior Securities or any warrants,
rights, calls or options exercisable for, or
convertible into, any Junior Securities, either
directly or indirectly, whether in cash,
obligations or shares of the corporation or other
property (other than distributions or dividends
solely in the form of a particular class or series
of Junior Securities, or warrants, rights, calls
or options exercisable for, or convertible into,
such Junior Securities, to holders of such Junior
Securities), (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
retire for value any of, Junior Securities (other
than as a result of a reclassification of Junior
Securities or the exchange or conversion of one
class or series of Junior Securities for or into
another class or series of 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.”
* * * * * * *
5. Declaration of Dividends.
RESOLVED, that, subject to the receipt of dividends due
to the Corporation upon the shares of capital stock of
MB held by the Corporation in respect of the period
from August 1, 1998 through June 30, * * * [1999], the
Corporation declare and pay dividends upon its capital
stock in respect of the period from August 1, 1998,
through June 30, 1999 as set forth below:
Class of Shares Gross Amount Amount per Share
Common Stock, par value $21,160,000.00 $21,160.00
$0.01 per share
Voting Preferred Stock, $ 3,466,145.20 $ 866.5653
par value $0.01
per share
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