Common use of Dividend Preference Clause in Contracts

Dividend Preference. The holders of outstanding shares of Preferred Stock shall be entitled to receive dividends, out of any assets at the time legally available therefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock of this Companyny) on the Common Stock of this Company, at the rate of ten cents ($0.10) per share per annum for the Series A Preferred Stock, thirty cents ($0.30) per share per annum for the Series B Preferred Stock, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as and if declared by the Board of Directors; provided, however, that the Board of Directors is under no obligation to pay dividends to such holders, and such dividends, if any, shall be noncumulative such that no rights shall accrue to the holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or paid on the Preferred Stock of any series in accordance with the preceding sentences unless dividends are simultaneously declared or paid on the Preferred Stock of each other series, and if less than the full annual dividend for each series is so declared or paid, the amounts declared and paid for each series shall be determined pro rata on the basis of the Liquidation Preferences for the shares of the respective series. If and to the extent that the Board of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be disregarded.

Dividend Preference. The holders of outstanding shares of Preferred Stock shall be entitled to receive dividends, out of any assets at the time legally available therefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock of this CompanynyCompany) on the Common Stock of this Company, at the rate of ten cents ($0.10) per share per annum for the Series A Preferred Stock, thirty cents ($0.30) per share per annum for the Series B Preferred Stock, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as and if declared by the Board of Directors; provided, however, that the Board of Directors is under no obligation to pay dividends to such holders, and such dividends, if any, shall be noncumulative such that no rights shall accrue to the holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or paid on the Preferred Stock of any series in accordance with the preceding sentences unless dividends are simultaneously declared or paid on the Preferred Stock of each other series, and if less than the full annual dividend for each series is so declared or paid, the amounts declared and paid for each series shall be determined pro rata on the basis of the Liquidation Preferences for the shares of the respective series. If and to the extent that the Board of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be disregarded.

Dividend Preference. The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividendsreceive, out of any assets at the time funds legally available thereforetherefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock of this Companyny) on the Common Stock of this Company, dividends at the an annual rate of ten cents 6% of the Original Series A Issue Price ($0.10as defined in Section 2(a)(i) per below) for each outstanding share per annum for the of Series A Preferred Stock(as adjusted for combinations, thirty cents ($0.30consolidations, subdivisions, or stock splits with respect to such shares) per share per annum for the Series B Preferred Stockheld by them, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as payable when and if declared by the Board of Directors, in preference and priority to the payment of dividends on any shares of Common Stock (other than those payable solely in Common Stock or involving the repurchase of shares of Common Stock from terminated employees, officers, directors, or consultants pursuant to contractual arrangements). In the event dividends are paid to the holders of Series A Preferred that are less than the full amounts to which such holders are entitled pursuant to this Section 1, such holders shall share ratably in the total amount of dividends paid according to the respective amounts due such holder if such dividends were paid in full. After payment of dividends to the holders of Series A Preferred, 16 dividends may be declared and distributed among all holders of Common Stock; provided, however, that no dividend may be declared and distributed among holders of Common Stock at a rate greater than the Board rate at which dividends are paid to the holders of Directors Series A Preferred based on the number of shares of Common Stock into which such shares of Series A Preferred are convertible (as adjusted for stock splits and the like) on the date such dividend is under no obligation declared. The dividends payable to pay dividends to such holdersthe holders of the Series A Preferred shall not be cumulative, and such dividends, if any, shall be noncumulative such that no rights right shall accrue to the holders of the Series A Preferred Stock as a result by reason of the failure fact that dividends on the Series A Preferred are not declared or paid in any previous fiscal year of the corporation, whether or not the earnings of the corporation in that previous fiscal year were sufficient to declare pay such dividends in any whole or in part. In the event that the corporation shall have declared but unpaid dividends outstanding immediately prior year. Such dividends may be payable quarterly or otherwise to, and in the event of, a conversion of Series A Preferred (as provided in Section 4 hereof), the Board corporation shall, at the option of Directors may from time the corporation, pay in cash to time determine. No such dividend shall be declared or paid on the holder(s) of the Series A Preferred Stock subject to conversion the full amount of any series in accordance with the preceding sentences unless such dividends are simultaneously declared or paid on the Preferred Stock of each other series, and if less than the full annual dividend for each series is so declared or paid, the amounts declared and paid for each series shall allow such dividends to be determined pro rata on the basis of the Liquidation Preferences for the shares of the respective series. If and to the extent that the Board of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregatedin accordance with, and any resulting fractional share of Common Stock shall be disregardedpursuant to the terms specified in, Section 4 hereof.

Dividend Preference. The Any such dividend that is to be paid in PIK Dividends shall be payable by delivery to such holders, at their respective addresses as they appear in the stock register, of certificates representing the appropriate number of duly authorized, validly issued, fully paid and nonassessable shares of Series D Perpetual Preferred Shares to holders of outstanding shares of Series D Perpetual Preferred Stock Shares. Any such dividend that is to be paid in Perpetual Capital Distributions shall be entitled payable by delivery of such amounts to receive dividendssuch holders at their respective addresses as they appear in the stock register. Notwithstanding anything to the contrary set forth in this Section 4, out of if at any assets at time during which any Series D Perpetual Preferred Share remains outstanding the time legally available therefore, prior and in preference to any declaration or payment of any dividend (rate payable other than in Common Stock of this Companyny) on thereon exceeds the Common Stock of this Company, at the highest rate of ten cents interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto ($0.10) per share per annum for the Series A Preferred Stock"Maximum Lawful Rate"), thirty cents ($0.30) per share per annum for then in such event and so long as the Series B Preferred StockMaximum Lawful Rate would be so exceeded, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the dividend rate in respect of Series D Perpetual Preferred Stock and fifty cents ($0.50) per share per annum for Shares shall be equal to the Series E Preferred Stock, when, as and if declared by the Board of DirectorsMaximum Lawful Rate; provided, however, that if at any time thereafter the Board of Directors dividend rate payable thereon is under no obligation to pay dividends to such holders, and such dividends, if any, shall be noncumulative such that no rights shall accrue to the holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or paid on the Preferred Stock of any series in accordance with the preceding sentences unless dividends are simultaneously declared or paid on the Preferred Stock of each other series, and if less than the full annual Maximum Lawful Rate, dividends shall continue to accrue thereon at the Maximum Lawful Rate until such time as the total dividends earned are equal to the total dividends which would have been earned had the dividend rate on such Series D Perpetual Preferred Share been (but for each series is so declared or paid, the amounts declared and paid for each series shall be determined pro rata on operation of this paragraph) the basis dividend rate payable since the Closing. The rights of the Liquidation Preferences for Series D Perpetual Preferred Shares shall rank senior in all respects to the Common Shares and all other classes and series of capital shares of the respective series. If Company, including without limitation other classes and to the extent that the Board series of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (preferred shares other than Common the Trust Preferred and Senior Stock of the Company) as a distribution(collectively, such distribution shall be made with equal priority to the Common Stock and the Preferred "Junior Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be disregarded").

Dividend Preference. The holders of outstanding No dividends or other distributions (other than a dividend or distribution payable solely in shares of Preferred Parity Stock shall or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be entitled declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to receive dividends, out or made available for a sinking fund for the redemption of any assets at Parity Stock or Junior Stock) by or on behalf of the time legally available thereforeCorporation (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), prior and in preference to any declaration or payment of any dividend (payable other than in connection with the purchase by the Corporation of any shares of Voting Common Stock upon the exercise or deemed exercise of this Companyny) on the options or rights to purchase shares of Voting Common Stock which were issued pursuant to any present or future employee, director or consultant incentive or benefit plan or program of this Companyor assumed by the Corporation or any of its subsidiaries, at in each case, adopted in good faith and approved by a majority of the rate independent directors of ten cents ($0.10) per share per annum for the Series A Preferred Stock, thirty cents ($0.30) per share per annum for the Series B Preferred Stock, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as and if declared by the Board of Directors; provided, howeverunless all accumulated and unpaid dividends have been or contemporaneously are declared and paid, that or are declared and a sum sufficient for the Board payment thereof is set apart for such payment, on the Series A Cumulative Convertible Preferred Shares and any Parity Stock for all dividend payment periods terminating on or prior to the date of Directors is under no obligation to pay dividends to such holdersdeclaration, and such dividendspayment, redemption, purchase or acquisition. Notwithstanding the foregoing, if anyfull dividends have not been paid on the Series A Cumulative Convertible Preferred Shares and any Parity Stock, shall be noncumulative such that no rights shall accrue to the holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or and paid on the Series A Cumulative Convertible Preferred Shares and such Parity Stock of any series in accordance with so long as the preceding sentences unless dividends are simultaneously declared or paid on the Preferred Stock of each other series, and if less than the full annual dividend for each series is so declared or paid, the amounts declared and paid for each series shall be determined pro rata so that the amounts of dividends declared per share on the basis of Series A Cumulative Convertible Preferred Shares and such Parity Stock will in all cases bear to each other the Liquidation Preferences for same ratio that accumulated and unpaid dividends per share on the shares of the respective seriesSeries A Cumulative Convertible Preferred Shares and such Parity Stock bear to each other. If and to the extent that the Board Holders of Directors shares of the Company shall declare and set aside for payment Series A Cumulative Convertible Preferred Shares will not be entitled to any other and further amount dividend, whether payable in cash, property or stock, in excess of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be disregardedfull cumulative dividends.