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This excerpt taken from the WBMD 8-K filed Nov 21, 2006. Dividend
Provisions
The holders of the Class C preferred are entitled to
receive dividends at a rate of $0.40 per share (as adjusted
for any stock dividends, combinations or splits with respect to
such shares) per annum, compounded on a semi-annual basis (the
“Class C Dividends”). The Class C Dividends
are payable, when and as declared by the Board of Directors or
as part of the Class C preferential amount upon a deemed
liquidation, as defined, and shall accumulate from the date of
first issuance of Class C preferred stock. For the six
months ended June 30, 2006, accumulated and unpaid
Class C Dividends totaled approximately $15,540,000 and for
the year December 31, 2005 was $13,960,000. The
Class C Dividends are payable first to all holders of
Class C preferred in preference to Class A preferred,
Class B preferred and common stock with no common stock to
receive any such dividend in preference to any other class, and
shall be payable out of such funds as are
Medsite,
Inc. and Subsidiary
Notes to
Consolidated Financial
Statements — (Continued)
legally available thereof. After payment of accrued and unpaid
dividends, holders of Class C preferred shall participate
in any dividend payments to the holders of common stock on an
as-converted basis.
The holders of shares of Class A preferred and Class B
preferred are entitled to receive, when and as declared by the
Board of Directors, dividends in an amount equal to such
dividends as is declared on the common stock multiplied by the
number of shares of common stock into which the Class A,
B1, B2, B3 and B4 shares, respectively, are then
convertible. All dividends declared on the Class A and
Class B preferred stock shall be paid prior to any payment
of dividends on the common stock. All such dividends shall be
noncumulative, shall be payable to all holders of Class A
and Class B preferred stock pro rata in preference to
common stock with no common stock to receive any such dividend
on preference to any other such class, and shall be payable out
of such funds as are legally available thereof.
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