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This excerpt taken from the C 8-K filed Jun 12, 2009. Multiplier Number” shall be
1,000,000; provided
that if, at any time after June 9, 2009, there shall be any change in the
Common Stock, whether by reason of stock dividends, stock splits, reverse stock
splits, recapitalization, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin-offs, liquidations or other similar
changes in capitalization, or any distribution or issuance of shares of its
capital stock in a merger, share exchange, reclassification, or change of the
outstanding shares of Common Stock, then in each such event the Board of
Directors shall adjust the Multiplier Number to the extent appropriate such that
following such adjustment each share of Series R Preferred Stock shall be in the
same economic position as prior to such event.
(b) The
Corporation shall declare a dividend or distribution on the Series R Preferred
Stock as provided in Section 2(a) immediately after it declares a dividend or
distribution on the Common Stock (other than as described in Sections
2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend
or distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment
Date, the period between the first issuance of any share or fraction of a share
of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a
dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.
(c) Dividends
shall begin to accrue and be cumulative on outstanding shares of Series R
Preferred Stock from the Quarterly Dividend Payment Date immediately preceding
the date of issuance of such shares of Series R Preferred Stock, unless the date
of issuance of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue and be cumulative from the date of issue of such shares, or
unless the date of issue is a date after the record date for the
determination
of holders of shares of Series R Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment Date, in which case
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on shares of Series R Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series R Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall not be more than 60 days
prior to the date fixed for the payment thereof.
Section
3. Voting
Rights. In addition to any other voting rights required by
law, the holders of shares of Series R Preferred Stock shall have the following
voting rights:
(a) Each
share of Series R Preferred Stock shall entitle the holder thereof to a number
of votes equal to the Multiplier Number on all matters submitted to a vote of
stockholders of the Corporation.
(b) Except
as otherwise provided herein or by law, the holders of shares of Series R
Preferred Stock and the holders of shares of Common Stock shall vote together as
a single class on all matters submitted to a vote of stockholders of the
Corporation.
(c) (i)
If at any time dividends on any Series R Preferred Stock shall be in arrears in
an amount equal to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a “ |
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