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These excerpts taken from the C 8-K filed Jun 12, 2009. Series R
Preferred Stock”.
RESOLVED,
that pursuant to the provisions of the certificate of incorporation and the
bylaws of the Corporation and applicable law, a series of preferred stock,
created from its blank check preferred stock authority, par value $1.00 per
share, of the Corporation be and hereby is created, and that the designation and
number of shares of such series, and the voting and other powers, preferences
and relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series, are as
follows:
Section
1. Designation and
Number of Shares. The shares of such series shall be
designated as “Series R Participating Cumulative Preferred Stock” (the “ Series R Preferred Stock”),
and the number of shares constituting such series shall be
28,000. Such number of shares of the Series R Preferred Stock may be
increased or decreased by resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series R Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares issuable
upon exercise or conversion of outstanding rights, options or other securities
issued by the Corporation.
Section
2. Dividends and
Distributions. (a) Subject to the prior and superior rights of
the holders of any shares of any class or series of stock of the Corporation
ranking prior and superior to the shares of Series R Preferred Stock with
respect to dividends, the holders of shares of Series R Preferred Stock, in
preference to the holders of shares of any class or series of stock of the
Corporation ranking junior to the Series R Preferred Stock in respect thereof,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of
funds
legally available for the purpose, regular quarterly dividends payable on such
dates each year as designated by the Board of Directors (each such date being
referred to herein as a “ These excerpts taken from the C 8-K filed Jun 10, 2009. Series R Preferred
Stock”). The terms and conditions of the Rights are set forth
in the Plan.
The
Rights will not be exercisable until the earlier of (i) the close of business on
the 10th business day after the date (the “ Series R
Preferred Stock”.
RESOLVED,
that pursuant to the provisions of the certificate of incorporation and the
bylaws of the Corporation and applicable law, a series of preferred stock,
created from its blank check preferred stock authority, par value $1.00 per
share, of the Corporation be and hereby is created, and that the designation and
number of shares of such series, and the voting and other powers, preferences
and relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series, are as
follows:
Section
1. Designation and Number of
Shares. The shares of such series shall be designated as “Series R
Participating Cumulative Preferred Stock” (the “ Series R Preferred Stock”),
and the number of shares constituting such series shall be 28,000. Such number
of shares of the Series R Preferred Stock may be increased or decreased by
resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series R Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares issuable
upon exercise or conversion of outstanding rights, options or other securities
issued by the Corporation.
Section
2. Dividends and
Distributions. (a) Subject to the prior and superior rights of the
holders of any shares of any class or series of stock of the Corporation ranking
prior and superior to the shares of Series R Preferred Stock with respect to
dividends, the holders of shares of Series R Preferred Stock, in preference to
the holders of shares of any class or series of stock of the
Corporation
ranking junior to the Series R Preferred Stock in respect thereof, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, regular quarterly dividends payable on
such dates each year as designated by the Board of Directors (each such date
being referred to herein as a “ | EXCERPTS ON THIS PAGE:
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