Common use of Dividend Rights Clause in Contracts

Dividend Rights. Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock shall be entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stock.

Dividend Rights. (i) Subject to the prior preferences right of any other series of Preferred Stock that may from time to time come into existence and other which is expressly senior to the rights of any Senior Stock and the provisions of Section 4 hereofSeries A Preferred Stock, the holders of shares Series A Preferred Stock, in preference to the holders of Common Stock and any other stock of the Company hereafter created which shall be junior to the Series A-1 A Preferred Stock (together, "Series A Junior Stock"), shall be entitled to receive (i) cash dividends per share in an amount equal to dividends, but only out of funds that are legally available therefor, at the product rate of (x) the amount 8% of the cash dividend declared and to be paid Series A Original Issue Price (as defined below) per annum (the "Series A Dividend Rate") on a single share of Common Stock and (y) the number of shares of Common Stock into which a each outstanding share of Series A-1 A Preferred Stock may be converted (as of adjusted for any stock dividends, combinations, splits, recapitalizations and the record date for the determination of holders of Common Stock entitled like with respect to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”shares). Except for a dividend Such dividends shall accrue, whether or not declared by the Board of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”)Directors, Participating Dividends but shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend declared by the Board of Directors. Such dividends shall be payable, when and if declared, at the option of the Company either (A) in cash or distribution is declared and paid upon the outstanding (B) in additional shares of Common Stock. Dividends or distributions on Series A Preferred Stock (valued at the Common Stock which are paid or made in securities Series A Original Issue Price (other than Common Stockas defined below), properties or other assets as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares). Such additional shares of Series A Preferred Stock issued in lieu of the Corporation cash dividend are sometimes referred to as "PIK Shares." The original issue price of the Series A Preferred Stock (the "Series A Original Issue Price") shall be $70.00. Such dividends shall be cumulative and shall accrue quarterly. Notwithstanding the foregoing, (A) in the event of a Qualified Public Offering or a Qualified Sale on or before the third anniversary of the Series A Original Issue Date, all issued and outstanding PIK Shares shall be canceled, and (B) in the event that any other Person other than cash shall not constitute Participating Dividends and holders shares of Series A-1 A Preferred Stock shall have no rights be converted pursuant to Section (d) of this Certificate of Designation on or prior to the expiration of three years from the Series A Original Issue Date, any accrued and unpaid dividends with respect thereto, other than as may be provided in Section 5. Participating Dividends to such shares shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stockcancelled.

Dividend Rights. Subject a. Holders of Series D Preferred, in preference to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares Series A Preferred, Series B Preferred and Series C Preferred and the holders of Series A-1 Preferred Stock any other stock of the Company (the “Junior Stock”), shall be entitled to receive receive, when and as declared by the Board of Directors of the Company (i) the “Board”), but only out of funds that are legally available therefor, cash dividends per share in an amount equal to the product greater of (xi) five percent (5%) of the “Original Issue Price” per annum on each outstanding share of Series D Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or (ii) the amount such holders of Series D Preferred would have received if such holders had converted such Series D Preferred immediately prior to the cash dividend declared and to be paid on a single share of Common Stock and (y) record date set by the Board for such dividends into the maximum number of shares of Common Stock into which a issuable upon exercise of the Conversion Rights describe in Section 4 hereof. After payment of the dividend to the holders of Series D Preferred described above, holders of Series C Preferred, in preference to the holders of Series A Preferred and Series B Preferred, and the Junior Stock, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends in an amount equal to the greater of (i) five percent (5%) of the “Original Issue Price” per annum on each outstanding share of Series A-1 C Preferred Stock may be (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or (ii) the amount such holders of Series C Preferred would have received if such holders had converted as of such Series C Preferred immediately prior to the record date set by the Board for such dividends into the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the maximum number of shares of Common Stock into which a issuable upon exercise of the Conversion Rights describe in Section 4 hereof. After payment of the dividend to the holders of the Series D Preferred and Series C Preferred described above, holders of Series A Preferred and Series B Preferred in preference to the holders of Junior Stock, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends in an amount equal to the greater of (i) five percent (5%) of the applicable “Original Issue Price” per annum on each outstanding share of Series A-1 A Preferred Stock may be and Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), or (ii) the amount such holders of Series A Preferred and Series B Preferred would have received if such holders had converted as of such Series A Preferred and Series B Preferred immediately prior to the record date set by the Board for such dividends into the determination maximum number of holders shares of Common Stock entitled to receive such dividend or distribution issuable upon exercise of the Conversion Rights describe in Section 4 hereof. The Original Issue Price of the Series A Preferred shall be thirty three cents (any such dividend or distribution contemplated by (i) or (ii$0.33), a “Participating Dividend”the Original Issue Price of the Series B Preferred shall be three dollars ($3.00), the Original Issue Price of the Series C Preferred shall be one dollar forty-eight and one-half cents ($1.485) and the Original Issue Price of the Series D Preferred shall be one dollar and sixty-five and one-half cents ($1.655). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends Such dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such declared by the Board and shall be non-cumulative. Any Series Preferred converted into Common Stock shall receive any dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions payable on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stock.

Dividend Rights. Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the The holders of shares of Series A-1 the Preferred Stock shall be entitled to receive (i) cash receive, out of any funds legally available therefor, dividends per on each outstanding share of Preferred Stock payable in an amount equal preference and priority to the product any payment of (x) the amount of the cash any dividend declared and to be paid on a single share any shares of Common Stock of the corporation at an annual rate of $.0312 per share of Series A Preferred Stock, $.0624 per share of Series B Preferred Stock, $.08 per share of Series C Preferred Stock, $.14 per share of Series D Preferred Stock, and (y) $.208 per share of Series E Preferred Stock, when and as declared by the Board of Directors. Dividends on the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock shall be paid ratably to [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, based on the number of shares held. The right to such dividends on the Preferred Stock shall be noncumulative. No right shall accrue to holders of shares of Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest. Dividends, if paid, or if declared and set apart for payment, must be paid or declared and set apart for payment on all outstanding Preferred Stock contemporaneously. Dividends shall be paid in cash. No shares of Common Stock into shall receive any dividend at a rate which a share is greater than the rate at which dividends are simultaneously paid in respect of Series A-1 the Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 the Preferred Stock may be converted as is convertible on the date of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”dividend). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be paid by forwarding a check, postage prepaid, to the only dividends payable address of each holder (or, in the case of joint holders, to holders the address of Series A-1 Preferred Stock, and any such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares holder) of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as shown on the books of the record date corporation, or to such other address as such holder specifies for such purpose by written notice to the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment corporation. The forwarding of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time check shall satisfy all obligations of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in corporation with respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder dividends, unless such check is not paid upon conversion of a share of Series A-1 Preferred Stocktimely presentation.

Dividend Rights. (a) Subject to the prior preferences and other rights of any Senior Stock and the provisions of this Section 4 hereof2, the holders of shares of this Series A-1 Preferred Stock shall be entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon by the outstanding shares Board, out of Common Stock. Dividends or distributions on assets legally available therefor, cumulative dividends ("Dividends") at the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided applicable rate per annum specified in Section 52(b) hereof from the date of issuance and payable in accordance with Section 2(c) hereof. Participating Dividends shall be payable to holders cumulative from the date of record initial issuance of the shares of this Series A-1 Preferred Stock as of (the record date for the determination of holders of Common Stock entitled to receive such dividend "Initial Issuance Date"), whether or not earned or declared and whether or not in any fiscal year there shall be payable on the payment date established by the Corporation assets, net profits or surplus legally available for the payment of such dividend to holders of Common StockDividends. To In the extent event that the Series A-1 Preferred Stock isBoard shall declare a Dividend prior to December 24, 2002, subject to applicable regulatory approvals, such Dividend may, at the time discretion of the declaration Board, be payable in Common Shares. The number of any such Participating Dividend, convertible into any other securities of the Corporation in addition Common Shares to or in lieu of being convertible into Common Stock, then the Corporation shall pay be issued to the holders of shares of this Series A-1 Preferred Stock, upon the payment of a Dividend in addition to Common Shares shall be the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend Dividends payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder pursuant to this Section 2 divided by either (i) (if the Common Shares are not traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) U.S. $6.75 or (ii) (if the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) the average Market Price of the Common Shares as such term is defined below for the ten (10) trading days immediately preceding the Record Date as such term is defined in Section 2(c) hereof. Notwithstanding the foregoing, after December 24, 2002, any and all Dividends declared must be paid in cash. For all purposes hereof, the term "Market Price of the Common Shares" as of any specified date shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon conversion the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day preceding such date in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the holder of a share majority of the shares of this Series A-1 Preferred Stockthen outstanding; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the holder of a majority of the shares of this Series then outstanding or, if that selection cannot be made within an additional 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules.

Dividend Rights. (a) Subject to the prior preferences and other rights of any Senior Stock and the provisions of this Section 4 hereof2, the holders of shares of this Series A-1 Preferred Stock shall be entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon by the outstanding shares Board, out of Common Stock. Dividends or distributions on assets legally available therefor, cumulative dividends ("Dividends") at the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided applicable rate per annum specified in Section 52(b) hereof from the date of issuance and payable in accordance with Section 2(c) hereof. Participating Dividends shall be payable to holders cumulative from the date of record initial issuance of the shares of this Series A-1 Preferred Stock as of (the record date for the determination of holders of Common Stock entitled to receive such dividend and "Initial Issuance Date"), whether or not there shall be payable on the payment date established by the Corporation assets legally available for the payment of such dividend to holders of Common StockDividends. To In the extent event that the Series A-1 Preferred Stock isBoard shall declare a Dividend, subject to applicable regulatory approvals, such Dividend may, at the time discretion of the declaration Board, be payable in Common Shares. The number of any such Participating Dividend, convertible into any other securities of the Corporation in addition Common Shares to or in lieu of being convertible into Common Stock, then the Corporation shall pay be issued to the holders of shares of this Series A-1 Preferred Stock, upon the payment of a Dividend in addition to Common Shares shall be the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend Dividends payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder pursuant to this Section 2 divided by either (i) (if the Common Shares are not traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) U.S. $1.35 or (ii) (if the Common Shares are traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market) the average Market Price of the Common Shares as such term is defined below for the ten (10) trading days immediately preceding the Record Date as such term is defined in Section 2(c) hereof. For all purposes hereof, the term "Market Price of the Common Shares" as of any specified date shall mean: (i) if the Common Shares are listed or admitted for trading on one or more United States national securities exchanges, the daily closing price for the Common Shares on the principal exchange in the United States on which the Common Shares are listed; (ii) if the Common Shares are not listed or admitted for trading on any United States national securities exchange, the daily closing price for the Common Shares on the Nasdaq National or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed or admitted for trading on a United States national securities exchange or on Nasdaq, the daily closing price of the Common Shares on the principal stock exchange in Canada on which the Common Shares are listed (expressed in United States dollars based upon conversion the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York); (iv) if the Common Shares are not listed or admitted to trading on any United States national or Canadian national securities exchange or on Nasdaq, the average of the reported bid and asked prices on the trading day preceding such date in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Company; or (v) if the Common Shares are not publicly traded, the Market Price for such day shall be the fair market value thereof determined jointly by the Company and the holder of a share majority of the shares of this Series A-1 Preferred Stockthen outstanding; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Market Price shall be determined in good faith by the independent investment banking firm selected jointly by the Company and the holder of a majority of the shares of this Series then outstanding or, if that selection cannot be made within an additional 15 days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules.

Dividend Rights. Subject Holders of Convertible Preferred, in preference to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock the Corporation’s Common Stock, shall be entitled to receive such dividends and other distributions as may be declared by the Corporation’s board of directors from time to time, when and as declared by the board of directors, out of funds legally available therefor. Dividends shall accrue on the Series A-1 Preferred on a daily basis at the rate of 5.0% of Series A-1 Liquidation Value per annum, dividends shall accrue on the Series A-2 Preferred on a daily basis at the rate of 6.0% of Series A-2 Liquidation Value per annum, dividends shall accrue on the Series A-3 Preferred Stock on a daily basis at the rate of 5.0% of Series A-3 Liquidation Value per annum, and dividends shall accrue on the Series A-5 Preferred Stock on a daily basis at the rate of 5.0% of Series A-5 Liquidation Value per annum. No dividends shall accrue with respect to the Series A-4 Preferred. To the extent not declared, accrued dividends on the Convertible Preferred shall accumulate. No dividends or distributions shall be paid on the Common Stock (iother than dividends payable solely in shares of Common Stock) cash unless the Corporation shall also declare and pay to the holders of the Series A-1, Series A-2, Series A-3 and Series A-5 Preferred, at the same time that it declares and pays such dividends per share in an amount to the holders of the Common Stock, dividends equal to the product greater of (x) all accrued and unpaid dividends on the amount of the cash dividend declared Series A-0, Xxxxxx X-0, Series A-3 and to be paid on a single share of Common Stock and Series A-5 Preferred or (y) the number of shares of dividends which would have been declared and paid with respect to the Common Stock into which a share issuable upon conversion of the Series A-1 A-0, Xxxxxx X-0, Series A-3 and Series A-5 Preferred Stock may be had all of the outstanding Convertible Preferred been converted as of immediately prior to the record date for such dividend, or if no record date is fixed, the determination date as of which the record holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may to be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”)determined. Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends No dividends shall be the only paid on any Series A-0, Xxxxxx X-0, Series A-3 or Series A-5 Preferred unless equivalent dividends payable to holders of (determined on an as-converted basis) are concurrently paid on all Series A-1 Preferred StockA-0, Xxxxxx X-0, Series A-3 and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred StockA-5 Preferred.

Dividend Rights. Subject to the prior preferences and other rights of In any Senior Stock and the provisions of Section 4 hereofcalendar year, the holders of outstanding shares of Series A-1 Preferred Stock shall be preferred stock are entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii)dividends, a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if declared by the board of directors, out of any assets at the time legally available therefor, at the dividend rate specified for such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends preferred stock payable in preference and priority to any declaration or distributions payment of any distribution on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets common stock of the Corporation or any other Person other than cash Company in such calendar year. Except dividends to Series m-4 preferred stock specified above, the right to receive dividends on shares of preferred stock is not cumulative, and no right to dividends shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable accrue to holders of record of shares of Series A-1 Preferred Stock as preferred stock by reason of the record date for the determination of holders of Common Stock entitled to receive such dividend and fact that dividends on said shares are not declared or paid. No distributions shall be payable made with respect to the Series S preferred stock, the Series B preferred stock, the Series m preferred stock, the Series m-1 preferred stock, the Series m-2 preferred stock, Series A preferred stock or Series m-3 preferred stock unless dividends on the payment date established by Series m-4 preferred stock have been declared in accordance with the Corporation for preferences stated in the payment certificate of such dividend to holders of Common Stock. To the extent that incorporation and all declared or accrued dividends on the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to m-4 preferred stock have been paid or in lieu of being convertible into Common Stock, then the Corporation shall pay set aside for payment to the holders of Series A-1 Preferred Stock, in addition m-4 preferred stock holders. No distributions shall be made with respect to the amount Series B preferred stock, the Series m preferred stock, the Series m-1 preferred stock, the Series m-2 preferred stock, Series A preferred stock or Series m-3 preferred stock unless dividends on the Series S preferred stock have been declared in accordance with the preferences stated in the certificate of incorporation and all declared dividends on the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal S preferred stock have been paid or set aside for payment to the amount of the dividend payable per share or other unit of securities into which Series S preferred stock holders. No distributions shall be made with respect to the Series A-1 Preferred Stock is then convertible multiplied by A preferred stock or Series m-3 preferred stock unless dividends on the number Series B preferred stock, the Series m preferred stock, the Series m-1 preferred stock and the Series m-2 preferred stock have been declared in accordance with the preferences stated in the certificate of shares incorporation and all declared dividends on the Series B preferred stock, the Series m preferred stock, the Series m-1 preferred stock and the Series m-2 preferred stock have been paid or other units issuable set aside for payment to such holder upon conversion the Series B preferred stock holders, the Series m preferred stock holders, the Series m-1 preferred stock holders and the Series m-2 preferred stock holders, as applicable. No Distributions shall be made with respect to the Series m-3 preferred stock unless dividends on the Series A preferred stock have been declared in accordance with the preferences stated in the certificate of a share incorporation and all declared dividends on the Series A preferred stock have been paid or set aside for payment to the Series A preferred stockholders. No Distributions shall be made with respect to the common stock unless dividends on the Series m-3 preferred stock have been declared in accordance with the preferences stated in the certificate of incorporation and all declared dividends on the Series A-1 Preferred Stockm-3 preferred stock have been paid or set aside for payment to the Series m-3 preferred stockholders.

Dividend Rights. Subject (a) From and after the Closing Date to but excluding the prior preferences and other rights of any Senior Stock and applicable Conversion Date, (i) the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock Holders shall be entitled to receive (i) receive, when, as and if declared by the Board or any duly authorized committee of the Board, but only out of assets legally available therefor, all cash dividends per share or distributions (including, but not limited to, regular quarterly dividends or distributions) declared and paid or made in respect of the shares of Voting Common Stock, at the same time and on the same terms as holders of Voting Common Stock, in an amount per share of Non-Voting Preferred Stock equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock Applicable Conversion Rate then in effect and (y) the number any per share dividend or distribution, as applicable, declared and paid or made in respect of shares each share of Voting Common Stock into which (the “Common Equivalent Dividend Amount”), and (ii) the Board or any duly authorized committee thereof may not declare and pay any such cash dividend or make any such cash distribution in respect of Voting Common Stock unless the Board or any duly authorized committee of the Board declares and pays to the Holders, at the same time and on the same terms as holders of Voting Common Stock, the Common Equivalent Dividend Amount per share of Non-Voting Preferred Stock. Notwithstanding any provision in this Section IV(a) to the contrary, no Holder of a share of Series A-1 Non-Voting Preferred Stock may shall be converted as of entitled to receive any cash dividend or distribution made with respect to the record date Voting Common Stock where the Record Date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Voting Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant occurs prior to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders date of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares issuance of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Non-Voting Preferred Stock is then convertible, if any, an amount equal Stock. The foregoing shall not limit or modify the rights of any Holder to the amount of the receive any dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable distribution pursuant to such holder upon conversion of a share of Series A-1 Preferred StockSection VIII(e).

Dividend Rights. Subject Holders of Convertible Preferred, in preference to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock the Corporation’s Common Stock, shall be entitled to receive such dividends and other distributions as may be declared by the Corporation’s board of directors from time to time, when and as declared by the board of directors, out of funds legally available therefor. Dividends shall accrue on the Series A-1 Preferred on a daily basis at the rate of 5.0% of Series A-1 Liquidation Value per annum, dividends shall accrue on the Series A-2 Preferred on a daily basis at the rate of 6.0% of Series A-2 Liquidation Value per annum, and dividends shall accrue on the Series A-3 Preferred Stock on a daily basis at the rate of 5.0% of Series A-3 Liquidation Value per annum. No dividends shall accrue with respect to the Series A-4 Preferred. To the extent not declared, accrued dividends on the Convertible Preferred shall accumulate. No dividends or distributions shall be paid on the Common Stock (iother than dividends payable solely in shares of Common Stock) cash unless the Corporation shall also declare and pay to the holders of the Series A-1, Series A-2 and Series A-3 Preferred, at the same time that it declares and pays such dividends per share in an amount to the holders of the Common Stock, dividends equal to the product greater of (x) all accrued and unpaid dividends on the amount of the cash dividend declared Series A-1, Series A-2 and to be paid on a single share of Common Stock and Series A-3 Preferred or (y) the number of shares of dividends which would have been declared and paid with respect to the Common Stock into which a share issuable upon conversion of the Series A-1 A-1, Series A-2 and Series A-3 Preferred Stock may be had all of the outstanding Convertible Preferred been converted as of immediately prior to the record date for such dividend, or if no record date is fixed, the determination date as of which the record holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may to be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”)determined. Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends No dividends shall be the only paid on any Series A-1, Series A-2 or Series A-3 Preferred unless equivalent dividends payable to holders of (determined on an as-converted basis) are concurrently paid on all Series A-1 Preferred StockA-1, Series A-2 and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred StockA-3 Preferred.

Dividend Rights. Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the The holders of shares of Series A-1 outstanding Preferred Stock shall --------------- be entitled to receive in any fiscal year, if, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, distributions (ias defined below) cash dividends at the rate of Four Cents ($0.04) per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a annum, respectively, per share of Series A-1 A Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and Series F Preferred Stock, Eight Cents (ii$0.08) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a annum, respectively, per share of Series A-1 B Preferred Stock, Series C Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of and Series A-1 D Preferred Stock, and such Participating Dividends shall be declared Six Cents ($0.06) per annum per share of Series E Preferred Stock (as adjusted, in each case, for stock splits, stock dividends, recapitalizations and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stocklike), properties or other assets of prior and in preference to any distribution to the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To Distributions may be declared and paid upon Common shares in any fiscal year of the extent that the Corporation only if distributions shall have been paid to or declared and set apart upon all shares of Series A-1 A Preferred Stock isStock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock, at the time rate set for such series for such fiscal year of the declaration Corporation. The right to such distributions on Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock shall not be cumulative and no right shall accrue to holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or Series F Preferred Stock by reason of the fact that distributions on said shares are not declared in any prior year, nor shall any undeclared distribution bear or accrue interest. Any declared but unpaid distribution shall accrue interest at the minimum rate necessary to avoid imputed interest under the Internal Revenue Code of 1986, as amended, from the date such distribution was declared until the date such distribution is paid. After distributions shall have been paid to or declared and set apart upon the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock at the rate provided in this Article FOURTH, Section 1(a), for any one fiscal year of the Corporation, if the Board of Directors elects to declare additional distributions out of any assets legally available therefor, such Participating Dividend, convertible into any other securities additional distributions shall be declared on all shares of the Corporation in addition to or in lieu of being convertible into Preferred Stock and Common Stock, then with the Corporation shall pay to the holders amount of Series A-1 such distribution for each share of Preferred Stock, in addition Stock equal to the amount of the dividend calculated above in respect such distribution for one share of Common Stock multiplied by the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertibleconvertible as of the record date fixed for declaration of such distribution. Distributions, if anypaid, an amount equal to the amount or if declared and set apart for payment, must be paid on, or declared and set apart for payment on, all outstanding series of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by contemporaneously, and if less than full dividends are paid or declared and set apart for payment, the number same percentage of shares dividend rate will be paid on, or other units issuable to such holder upon conversion of a declared and set apart for payment on, each outstanding share of Series A-1 Preferred Stock.

Dividend Rights. Subject to When and as declared by the prior preferences and other rights board of any Senior Stock and directors of the provisions of Section 4 hereofCompany, the holders of shares of Series A-1 Preferred Stock shall be entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of the Series A-1 A Preferred Stock, out of the assets of the Company available for the payment of dividends under the GBCL, preferential dividends at the times and in addition the amounts provided for in this paragraph 2 and no more. Dividends shall be paid by mailing the Company's good check in the proper amount to each holder of the Series A Preferred Stock to such holder at such holder's address as it appears on the Company's register at least five days prior to the amount due date of the dividend calculated above in respect of the number of shares of Common Stock into which such each dividend. Dividends on each share of Series A-1 A Preferred Stock shall be calculated at the rate and in the manner prescribed herein from and including the date of issuance of such share to and including the date on which the Stated Value of such share shall have been paid, whether or not such dividends shall have been declared and whether or not there shall be (at the time such dividends are calculated or become payable or at any other time) profits, surplus or other funds of the Company legally available for the payment of dividends. Dividends shall be calculated cumulatively (but shall not compound) on a daily basis on each share of Series A Preferred Stock at the rate of five (5%) per annum (based on a 365/366-day year) of the Stated Value thereof. Dividends shall be paid on the thirty-first (31st) day of December of each year. To the extent any annual dividend is then convertible, if anynot paid with respect to a share of Series A Preferred Stock, an amount equal to such dividend shall be added to the Stated Value of such share and shall remain a part thereof until (but only until) such dividends are paid. If at any time the Company shall pay less than the total amount of the dividend payable per share or other unit of securities into which dividends then calculated on the Series A-1 A Preferred Stock, such payment shall be distributed among the holders of the Series A Preferred Stock is then convertible multiplied by the number of shares or other units issuable so that an equal amount shall be paid with respect to such holder upon conversion of a share of Series A-1 Preferred Stockeach outstanding share.

Dividend Rights. Subject Holders of Convertible Preferred, in preference to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock the Corporation’s Common Stock, shall be entitled to receive such dividends and other distributions as may be declared by the Corporation’s board of directors from time to time, when and as declared by the board of directors, out of funds legally available therefor. Dividends shall accrue on the Series A-1 Preferred on a daily basis at the rate of 5.0% of Series A-1 Liquidation Value per annum, and dividends shall accrue on the Series A-2 Preferred on a daily basis at the rate of 6.0% of Series A-2 Liquidation Value per annum. To the extent not declared, accrued dividends on the Convertible Preferred shall accumulate. No dividends or distributions shall be paid on the Common Stock (iother than dividends payable solely in shares of Common Stock) cash unless the Corporation shall also declare and pay to the holders of the Convertible Preferred, at the same time that it declares and pays such dividends per share in an amount to the holders of the Common Stock, dividends equal to the product greater of (x) all accrued and unpaid dividends on the amount of the cash dividend declared and to be paid on a single share of Common Stock and Convertible Preferred or (y) the number of shares of dividends which would have been declared and paid with respect to the Common Stock into which a share issuable upon conversion of Series A-1 the Convertible Preferred Stock may be had all of the outstanding Convertible Preferred been converted as of immediately prior to the record date for such dividend, or if no record date is fixed, the determination date as of which the record holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may to be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”)determined. Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends No dividends shall be the only paid on any Series of Convertible Preferred unless equivalent dividends payable to holders (determined on an as-converted basis) are concurrently paid on all Series of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred StockConvertible Preferred.

Dividend Rights. Subject to From and after the prior preferences and other rights issuance of any Senior Stock and the provisions of Section 4 hereofSeries 1997 --------------- Preferred Stock, the holders of shares of outstanding Series A-1 1997 Preferred Stock shall be entitled to receive receive, and shall be paid, when and as declared by the Board of Directors, out of funds legally available therefor, cumulative cash dividends at an annual rate of $2.25 per share, payable in arrears quarterly on January 15, April 15, July 15 and October 15, to stockholders of record on a date not more than 20 days prior to the date on which such cash dividends are payable, said dividends to commence accrual on the date of issuance of the applicable shares. In the event that the Corporation fails to declare and pay quarterly dividends in the full amount provided for herein on any dividend payment date specified above, then (i) cash the annual rate at which such dividends shall accrue and be payable hereunder shall increase to $2.75 per share and (ii) additional dividends, in an amount equal to the product of (x) the amount of the cash dividend declared accrued and to be paid unpaid dividends on a single share of Common Stock and (y) the number of shares of Common Stock into which a each share of Series A-1 1997 Preferred Stock may multiplied by eleven percent (11%) per annum, shall accrue from and after such dividend payment and be converted as of the record date for the determination of holders of Common Stock entitled payable with respect to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a each share of Series A-1 1997 Preferred Stock may be converted as of until all accrued and unpaid dividends shall have been paid. Any reference herein to accrued dividends shall include the record date for additional dividends payable with respect to the determination of holders of Common Series 1997 Preferred Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends preceding sentence. Such dividends shall be prior and in preference to any declaration of payment of any dividend on any other existing or future class or series of capital stock of the only dividends payable to holders of Series A-1 Corporation, including without limitation, the Common Stock, the Class A Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon par value $1.00 per share (the outstanding shares of Common "Class A Preferred Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock"), properties or other assets of the Corporation, the Series 1996 ----------------------- Preferred Stock and the Class B Preferred Stock, Series 1997-A of the Corporation or (the "Series 1997-A Preferred Stock") but shall rank pari passu in ----------------------------- ---- ----- right of payment with any other Person other than cash shall not constitute Participating Dividends and holders declaration of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders payment of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable dividends on the payment date established by the Corporation for the payment of such dividend to holders of Common Series C Preferred Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above Such dividends in respect of the number Series 1997 Preferred Stock shall be cumulative and shall accrue whether or not declared by the Board of Directors. No cash dividends shall be paid with respect to any other existing or future class or series of capital stock of the Corporation, including without limitation, the Class A Preferred Stock, the Series 1996 Preferred Stock, the Series 1997-A Preferred Stock and the Common Stock, but other than the Series C Preferred Stock, until all dividends accrued on any outstanding shares of Common Stock into which such share of the Series A-1 1997 Preferred Stock, whether or not declared, have been set apart and fully paid, and no cash dividends shall be paid with respect to the Series C Preferred Stock is then convertibleunless, if anyconcurrently therewith, an amount equal dividends are paid to the amount of the dividend payable per share or other unit of securities into which same extent on the Series A-1 1997 Preferred Stock. No accumulation of dividends on the Series 1997 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stockshall bear interest.

Dividend Rights. (1) Subject to the prior preferences and other rights of holders of any Senior shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the provisions of Section 4 hereofSeries A Preferred Shares with respect to dividends, the holders of shares of Series A-1 A Preferred Stock Shares shall be entitled prior to receive the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, annual dividends payable in cash on the first business day in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)) declared on the Common Stock since the immediately preceding Dividend Payment Date, or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Shares. In the event the Company shall at any time (i) cash dividends per share declare or pay any dividend on Common Stock payable in an amount equal to shares of Common Stock, (ii) subdivide the product outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of (x) shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the cash dividend declared and to preceding sentence shall be paid on adjusted by multiplying such amount by a single share fraction, the numerator of Common Stock and (y) which is the number of shares of Common Stock into outstanding immediately after such event and the denominator of which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on is the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the that were outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable immediately prior to such holder upon conversion of a share of Series A-1 Preferred Stockevent.

Dividend Rights. Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the The holders of shares Preferred Stock, of Preferred Stock, Series A and of each series of Series A-1 Preferred Stock shall be entitled entitled, without preference as between such classes or series of stock or the holders thereof, to receive (i) cash receive, out of any funds of this corporation legally available therefor, dividends per share in an amount equal to at the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock rate established therefor, payable as may be converted as authorized by the board of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such directors, before any dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and set apart for payment or paid only when, as and if such dividend on the Preference Stock or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on In the Common case of Preferred Stock which are paid or made in securities (other than Common and Preferred Stock), properties or other assets Series A, said dividends shall be at the annual rate of six per centum of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders $25 par value thereof. In the case of each series of Series A-1 Preferred Stock said dividends shall be at the rate therefor established by the board of directors (which rate may include a fixed, variable or adjustable rate) in the resolution authorizing shares of such series. The dividends upon Preferred Stock, Preferred Stock, Series A, and each series of Series Preferred Stock shall have no rights with respect theretobe cumulative, other than so that if in or for any period dividends in the amount established therefor shall not be declared and set apart for payment or paid on Preferred Stock, Preferred Stock, Series A and each series of Series Preferred Stock, or any part thereof, the deficiency shall be a charge upon the net earnings of this corporation, and be payable subsequently, before any dividend shall be declared and set apart for payment or paid upon Preference Stock or the Common Stock. The holders of Preferred Stock, of Preferred Stock, Series A and of each series of Series Preferred Stock shall not be entitled to any further dividend beyond said cumulative dividends. The holders of each series of Preference Stock shall be entitled, without preference as between such series of stock or the holders thereof, to receive, out of any funds of this corporation legally available therefor, dividends at the rate established therefor by the board of directors (which rate may include a fixed, variable or adjustable rate) in the resolution authorizing shares of such series, payable as may be provided in Section 5. Participating Dividends authorized by the directors, before any dividend shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date declared and set apart for the determination of holders of Common Stock entitled to receive such dividend and shall be payable payment or paid on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To The dividends upon each series of Preference Stock shall be cumulative, so that if in or for any period dividends in the extent that amount established therefor shall not be declared and set apart for payment or paid on each series of Preference Stock, or any part thereof, the deficiency shall be a charge upon the net earnings of this corporation, and be payable subsequently, before any dividend shall be declared and set apart for payment or paid upon Common Stock. The holders of each series of Preference Stock shall not be entitled to any further dividend or share of profits beyond said cumulative dividends. Whenever all cumulative dividends on Preferred Stock, Preferred Stock, Series A-1 A and each series of Series Preferred Stock isand of Preference Stock have been declared and set apart for payment or paid, at the time board of directors may declare dividends on Common Stock payable out of the remaining funds of this corporation legally available for the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred Stockdividends.

Dividend Rights. Subject Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the prior preferences extent permitted or required by Applicable Law, as determined by the Committee, Participants holding a Restricted Stock Award granted hereunder will have the same dividend rights as the Company’s other stockholders. Notwithstanding the foregoing any such dividends as to a Restricted Stock Award that is subject to vesting requirements will be subject to forfeiture and other rights of any Senior termination to the same extent as the Restricted Stock Award to which such dividends relate and the Award Agreement may require that any cash dividends be reinvested in additional shares of Common Stock subject to the Restricted Stock Award and subject to the same conditions and restrictions as the Restricted Stock Award with respect to which the dividends were paid. In no event will dividends with respect to Restricted Stock Awards that are subject to vesting be paid or distributed until the vesting provisions of Section 4 hereofsuch Restricted Stock Award lapse. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the holders extent permitted or required by Applicable Law, as determined by the Committee, prior to settlement or forfeiture, any Restricted Stock Units awarded under this Plan may, at the Committee’s discretion, carry with it a right to Dividend Equivalents. Such right entitles the Participant to be credited with an amount equal to all cash dividends paid on one share of Common Stock while the Restricted Stock Unit is outstanding. Dividend Equivalents may be converted into additional Restricted Stock Units and may (and will, to the extent required below) be made subject to the same conditions and restrictions as the Restricted Stock Units to which they attach. Settlement of Dividend Equivalents may be made in the form of cash, in the form of shares of Series A-1 Preferred Common Stock, or in a combination of both. Dividend Equivalents as to Restricted Stock shall Units will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units as to which the Dividend Equivalents relate. In no event will Participants holding Restricted Stock Units be entitled to receive (i) cash dividends per share in an amount equal to any Dividend Equivalents on such Restricted Stock Units until the product of (x) the amount of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid upon the outstanding shares of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment vesting provisions of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Restricted Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion of a share of Series A-1 Preferred StockUnits lapse.

Dividend Rights. Subject The Class C Shares shall have the dividend rights as set forth in the New Articles, meaning in summary that the issued Class C Shares will carry an annual cumulative preferred profit entitlement of 8% of the amount paid on such Shares (nominal value plus share premium). Said rights attached to the Class C Shares are at all times senior to any rights of the Class B Shares, Class A Shares and the Common Shares. After the Class C Shares have fully received the above cumulative preferred profit entitlement, the Class B Shares shall have the dividend rights as set forth in the New Articles, meaning in summary that the issued Class B Shares will carry an annual cumulative preferred profit entitlement of 8% of the amount paid on such Shares (nominal value plus share premium). Said rights attached to the Class B Shares are at all times senior to any rights of the Class A Shares and the Common Shares. After the Class C Shares and Class B Shares have fully received the above cumulative preferred profit entitlement, the Class C Shares and Class B Shares shall participate in any other dividend distributions with the Class A Shares and Common Shares on an as-if converted basis (without any preferred dividend rights of the Class A Shares and the Common Shares). For the avoidance of doubt, Parties acknowledge that as per the date hereof, the Class A Shares and the Common Shares shall have no accumulated dividend rights in relation to past periods and waive any preferred dividend rights they may have under documentation in effect prior to the date hereof. All profits allocated to the Class C Shares, the Class B Shares, the Class A Shares and the Common Shares will be credited on separate profit reserves for such Shares. Without the prior written approval of the Preferred Supermajority (as defined below), no dividends will be paid on the Class A Shares and the Common Shares, so long as the Class C Shares and Class B Shares are outstanding. Furthermore, no dividends will be distributed to the Shareholders unless in accordance with Clauses 3.3.2 and 4.2. Any of the foregoing dividends shall be payable (i) in cash, if and when declared by the Management Board, subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 4 hereof, the holders of shares of Series A-1 Preferred Stock shall be entitled to receive (i) cash dividends per share in an amount equal to the product of (x) the amount approval of the cash dividend declared and to be paid on a single share of Common Stock and (y) the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as of the record date for the determination of holders of Common Stock entitled to receive such dividend; and Majority, (ii) dividends or distributions on the Common Stock which are paid or made in Common Stock per share based on the number of shares of Common Stock into which a share of Series A-1 Preferred Stock may be converted as kind upon any Liquidation Event (being in Shares of the record date for relevant class of Shares on which the determination of holders of Common Stock entitled to receive such dividend or distribution (any such dividend or distribution contemplated by (i) dividends have accrued), or (ii), a “Participating Dividend”). Except for a dividend of the Rights pursuant to the Company Rights Plan (a “Rights Dividend”), Participating Dividends shall be the only dividends payable to holders of Series A-1 Preferred Stock, and such Participating Dividends shall be declared and paid only when, as and if such dividend or distribution is declared and paid iii) in kind upon the outstanding shares occurrence of Common Stock. Dividends or distributions on the Common Stock which are paid or made in securities (other than Common Stock), properties or other assets a conversion of the Corporation or any other Person other than cash shall not constitute Participating Dividends and holders of Series A-1 Preferred Stock shall have no rights with respect thereto, other than as may be provided in Section 5. Participating Dividends shall be payable to holders of record of shares of Series A-1 Preferred Stock as of the record date for the determination of holders of Common Stock entitled to receive such dividend and shall be payable on the payment date established by the Corporation for the payment of such dividend to holders of Common Stock. To the extent that the Series A-1 Preferred Stock is, at the time of the declaration of any such Participating Dividend, convertible into any other securities of the Corporation in addition to or in lieu of being convertible Shares into Common Stock, then the Corporation shall pay to the holders of Series A-1 Preferred Stock, Shares (except in addition to the amount of the dividend calculated above in respect of the number of shares of Common Stock into which such share of Series A-1 Preferred Stock is then convertible, if any, an amount equal to the amount of the dividend payable per share or other unit of securities into which the Series A-1 Preferred Stock is then convertible multiplied by the number of shares or other units issuable to such holder upon conversion case as a result of a share of Series A-1 Preferred StockPay to Play).