Common use of Dividend Preference Clause in Contracts

Dividend Preference. The holders of the then outstanding Preferred Stock shall be entitled to receive dividends, when as and if declared by the Board, out of any funds and assets of the Corporation legally available therefor, prior and in preference to the payment of any dividends on the Common Stock. However, no dividends (other than a Common Stock Dividend) shall be paid with respect to the Common Stock during any calendar year unless dividends for each series of Preferred Stock shall have first been paid or declared and set apart for payment to the holders of each such series of Preferred Stock, respectively, during that calendar year in at least an amount per share of Preferred Stock determined by multiplying the (a) dividend to be paid on one share of Common Stock by (b) the number of shares of Common Stock then issuable upon conversion of such share of Preferred Stock pursuant to Section 5; provided, however, that this restriction shall not apply to Permitted Repurchases. Payments of any dividends to the holders of each such series of Preferred Stock shall be paid pro rata, on an equal priority, pari passu basis. Dividends on the Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Preferred Stock in any amount in any calendar year or any fiscal year of the Corporation, whether or not the earnings of the Corporation in any calendar year or fiscal year were sufficient to pay dividends.