Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board board of Directors directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (x) $.01 or (y) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class A Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation corporation shall at any time after the date of consummation of the merger of CME Merger Subsidiary Inc. with and into the Exchange (as defined below) (the “Rights Declaration Date”) (i) declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (y) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 0.001 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.001 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after December 31, 1997 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser small number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock Stock, in preference to the holders of Common Stock, par value $.10 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the "First Quarterly Dividend Payment Date"), in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first First Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time (a) declare or pay any a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (b) subdivide the outstanding shares of Common Stock, (c) combine the outstanding shares of Common Stock in a smaller number of shares, or effect (d) issue any shares of its capital stock in a subdivision or combination or consolidation reclassification of the outstanding shares of Common Stock (by including any such reclassification in connection with a consolidation or otherwise than by payment of a dividend merger in shares of Common Stock) into a greater which the Corporation is the continuing or lesser number of shares of Common Stocksurviving corporation), then then, in each such case and regardless of whether any shares of Series A Preferred Stock are then issued or outstanding, the amount to which holders of shares of Series A Preferred Stock were would otherwise be entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 0.0001 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the The holders of any shares of any series of Series B Preferred Stock (or any other stock) ranking prior and superior Stock, in preference to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock Common Stock, without par value, of the Corporation (the "Common Stock") and of any other junior stock of the Corporation that may be outstanding, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last tenth day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (i) $0.25 per share ($1.00 per annum), or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then and in each such case event, the amount to which holders the holder of shares each share of Series A B Preferred Stock were was entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Preferred Stock Stock, in preference to the holders of shares of Common Stock, par value $.01 per share, of the Corporation (the "Common Stock") and of any other junior stock of the Corporation that may be outstanding, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last tenth day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share ($1.00 per annum), or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then and in each such case event, the amount to which holders the holder of shares each share of Series A Preferred Stock were was entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share of Series A Preferred Stock (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any outstanding shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 greater of (a) $0.005 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and 1000 the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. The "Adjustment Number" shall initially be 100. In the event the Corporation shall at any time after January 1, 2013 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares or (iii) combine the outstanding Common Stock into a smaller number of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled Adjustment Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) class of stock of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds the assets of the Corporation legally available for the purposetherefor, (i) quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter in each year year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Preferred Stock, in an the amount (if any) of $.01 per whole share (rounded to the nearest cent), subject to ) less the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to the following clause (ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (ii) dividends payable in cash on the payment date for each cash dividend declared on the Common Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect multiplied times the cash dividends then to be paid on each share of Common Stock. In the event addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect multiplied times such dividend or distribution on each share of the Common Stock. As used herein, the "Formula Number" shall be 100; provided, however, that, if at any time after July 23, 1999, the Corporation shall (x) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (y) subdivide (by a stock split or effect a subdivision or combination or consolidation of otherwise) the outstanding shares of Common Stock (by reclassification or otherwise than by payment into a larger number of a dividend in shares of Common StockStock or (z) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that, if at any time after July 23, 1999, the Corporation shall issue any shares of its stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A One Preferred Stock with respect to dividends, the holders of shares of Series A One Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A One Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), Stock of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A One Preferred Stock. In the event the Corporation shall at any time after the issuance of any share or fraction of a share of Series One Preferred Stock, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A One Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) preferred stock of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash on the last fifteenth day of December, March, June, June and September and December in of each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (except in the case of the first Quarterly Dividend Payment Date if the date of the first issuance of Series A Preferred Stock is a date other than a Quarterly Dividend Payment Date, in which case such payment shall be a prorated portion of such amount) (rounded to the nearest cent), ) equal to the greater of (i) $1.00 and (ii) subject to the provision provisions for adjustment hereinafter set forth, equal to 1000 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 1000 times dividends declared or paid on the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Class A Common Stock, $0.01 par value $0.01 per share (the "Common Stock")share, of the Corporation or a subdivision of (the outstanding shares of “Common Stock (by reclassification or otherwiseStock”). In the event the Corporation shall, declared on at any time after the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock, make any distribution on the shares of Common Stock, whether by way of a dividend or a reclassification of stock, a recapitalization, reorganization or partial liquidation of the Corporation or otherwise, which is payable in cash or any debt security, debt instrument, real or personal property or any other property (other than cash dividends subject to the immediately preceding sentence, a distribution of shares of Common Stock or other capital stock of the Corporation or a distribution of options, rights or warrants to acquire any such share, including any debt security convertible into or exchangeable for any such share, at a price less than the Fair Market Value (as hereinafter defined) of such share of Common Stock), then, and in each such event, the Corporation shall simultaneously pay on each then outstanding share of Series A Preferred Stock a distribution, in like kind, of one thousand (1,000) times such distribution paid on a share of Common Stock (subject to the provisions for adjustment hereinafter set forth). The dividends and distributions on the Series A Preferred Stock to which holders thereof are entitled pursuant to the first sentence of this paragraph and pursuant to the second sentence of this paragraph are hereinafter referred to as “Dividends” and the multiple of such cash and non-cash dividends on the Common Stock applicable to the determination of the Dividends, which shall initially be one thousand (1,000) but shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after January 29, 2015 (the “Effective Date”) declare or pay any dividend or make any distribution on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination split or a combination, consolidation or reverse split of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of Dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of If Wabtec shall declare or make any shares of any series of Preferred Stock (dividend or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash distribution on the last day common stock of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 StockWabtec, par value $0.01 per share (the "“Wabtec Common Stock"”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Corporation or a subdivision of the outstanding shares of Wabtec Common Stock (by reclassification or otherwise), declared on the Common Stock since Stock. Except as set forth in the immediately preceding Quarterly Dividend Payment Date orsentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with respect holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the first Quarterly Dividend Payment Datequotient of (i) the Preferred Stock Portion, since as such term is defined in the first issuance Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or fraction combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a share of Series A Preferred dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the event Wabtec Preferred Stock may, at the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation request of the outstanding shares holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of Common Stock (by reclassification such transfer issue to the purchaser, transferee or otherwise than by payment recipient of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Wabtec Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Wabtec Common Stock outstanding immediately after to which such event purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the denominator whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of which is the number of shares of Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were outstanding immediately to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to such eventand in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreement.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 15th day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.10 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.01 per share, of the Corporation (the “Common Stock”), since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock, through a reverse stock split of otherwise, into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to 1,000 times the aggregate per share amount of all cash dividends (subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends), and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Stock (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Preferred Stock Stock, in preference to the holders of shares of Common Stock, $.01 per share, of the Corporation (the "Common Stock") and of any other junior stock of the Corporation that may be outstanding,- shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last tenth day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share ($1.00 per annum), or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then and in each such case event, the amount to which holders the holder of shares each share of Series A Preferred Stock were was entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 Class A Common Stock, par value $0.01 .01 per share (the "Class A Common Stock"), Class B Common Stock, par value $.01 per share (the "Class B Common Stock") or Class D Common Stock, par value $.01 per share (the "Class D Common Stock" and, together with the Class A Common Stock and the Class B Common Stock, the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 0.001 per share (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Record Date"), commencing on the first Quarterly Dividend Payment Record Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent)) equal to, subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Stock (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Record Date, or, with respect to the first Quarterly Dividend Payment Record Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day first business days of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the close of business on February 28, 2005 (the “Record Date”) (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (b) subdivide the outstanding shares of Common Stock, or (c) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stockstock of the Corporation) ranking prior and superior to the Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Class A Common Stock, par value $0.01 0.001 per share (the "Common Stock")share, of the Corporation (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 Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred StockStock or fraction thereof, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (X) $15 or (Y) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 plus 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 Stockcommon stock, par value $0.01 .01 per share share, of the Company (the "Common Stock"), of the Corporation ) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred StockStock or fraction thereof. In the event the Corporation Company shall at any time declare or pay any dividend on after January 29, 2016 (the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."Rights Dividend Declaration Date")

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any other series of Preferred Stock (or shares of any other stockclass of capital stock of the Corporation) ranking prior and superior senior to the Series A Preferred Stock with respect to dividends, the holders of shares of the Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any other class of capital stock of the Corporation ranking junior to the Series A Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent)dividends, subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after February 23, 1998 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if anya) $1.00 per share or (rounded to the nearest cent), b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Ai) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) preferred shares of the Trust ranking prior and superior to the Series A B Preferred Stock Shares with respect to dividends, the holders of shares of Series A B Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series B Preferred Share or fraction of a share of Series A Preferred Stockthereof, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Shares (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the common shares of beneficial interest, $0.01 par value per share, of the Trust (the “Common Stock Shares”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series B Preferred Share or fraction of a share of Series A Preferred Stockthereof. In the event the Corporation Trust shall at any time following August 31, 2001 (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock Shares or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Shares into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 15th day of MarchJanuary, JuneApril, September July and December October and in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred Stock, in an amount (if any) per share (rounded to the nearest cent)) equal to, subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, par value $.001 per share, of the Corporation (the "Common Stock Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation shall at any time after December 11, 1996 (the "Right Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if anya) $1.00 per share or (rounded to the nearest cent), b) subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance ) as provided in paragraphs (b) and (c) of a share or fraction of a share of Series A Preferred Stock, this Section 2 in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (1) $10.00 in cash or (2) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount (payable in cash) of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were was outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock, in preference to the holders of Common Stock of the Corporation, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) preferred stock ranking prior and superior to the shares of Series A C Preferred Stock with respect to dividendsStock, the holders of shares of Series A C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last fifteenth day of March, June, September September, and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred Stock, in an amount (if any) per share (rounded to the nearest cent)) equal to the greater of (a) $34, or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 one hundred times the aggregate per share amount of all cash dividends, and 1000 one hundred times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation shall at any time after January 20, 1997 (the "Rights Declaration Date"), (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.25 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In the event the Corporation shall at any time after August 26, 1999 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) 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, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Stock (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, par value $0.0001 per share, of the Corporation (the "Common Stock Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time following December 1, 1997 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 declared on the Common Stock, par value $0.01 per share (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock, other than, in each case, a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise). In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A1) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock Stock, in preference to the holders of Common Stock, par value $.01 per share, of the Company (the "Common Stock") and of any other stock of the Company ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time after November 16, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject The holders of shares of Junior Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, but subject to the rights of the holders of any shares of any series of Preferred Stock (or any other senior stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day first days of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $100 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 10,000 times the aggregate per share amount of all cash dividends, and 1000 10,000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time after August 16, 2000 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or split or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock), then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, if any, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, ) equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.01 per share, of the Corporation (the Common Stock") subject to the provision for adjustment hereinafter set forth, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after November 25, 1987 (the frights Declaration Date-), (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash on the last first day of March, June, September September, and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 times greater of (a) $1.00 or (b) the product of the Adjustment Number (defined below) multiplied by the aggregate per share amount of all cash dividends, and 1000 times the Adjustment Number multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the common stock of the Corporation (the "Common Stock Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In As used herein, the event "Adjustment Number" shall initially be 1000, but if the Corporation shall at any time declare or pay after May 9, 2000 (the "Declaration Date") (i) declares any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivides the outstanding shares of Common Stock, or (iii) combines the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled Adjustment Number immediately prior to after such event under shall equal the preceding sentence shall be adjusted by multiplying Adjustment Number immediately before such amount event multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to before such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock this Class with respect to dividends, the holders of shares of Series A Preferred Stock this Class shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the last 15th day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"), ”) commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stockthis Class, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.15625 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stockthis Class. In the event the Corporation shall at any time after October 6, 2003 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock this Class were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock and with respect to dividends, the holders of shares of Series A Preferred Stock Stock, in preference to the holders of Common Stock, par value $.01 per share (or as such par value may be changed from time to time), of the Corporation (the "Common Stock") and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A 34 Preferred Stock, in an amount (if any) 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, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time on or after the Distribution Date (as such term is defined in the Rights Agreement dated as of December 13, 1996 between the Corporation and KeyCorp Shareholder Services, Inc., as Rights Agent) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 0.0001 per share (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any class or series of preferred stock of the Corporation, $0.01 par value per share (the “Preferred Stock Stock”) (or any other similar stock) ranking prior and superior to the Series A A-1 Preferred Stock with respect to dividends, the holders of shares of Series A A-1 Preferred Stock, in preference to the holders of shares of Common Stock of the Corporation, par value $0.01 per share (“Common Stock”) and of any other class or series of stock ranking junior to the Series A-1 Preferred Stock, shall be entitled to receive, when, as and if authorized by the Board and declared by the Board of Directors Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A A-1 Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.01 or (b) subject to the provision provisions for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A A-1 Preferred Stock. The multiple of cash and non-cash dividends declared on the Common Stock to which holders of the Series A-1 Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after September 3, 2013 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A A-1 Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 .10 per share (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights The rate of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares dividends payable per share of Series A Preferred Stock Shares on the first day of January, April, July and October in each year or such other quarterly payment date as shall be entitled to receive, when, as and if declared specified by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series A Preferred StockShares, in an amount (if any) per share shall be (rounded to the nearest cent), ) equal to the greater of (i) $10.00 or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 one hundred (100) times the aggregate per share amount of all cash dividends, and 1000 one hundred (100) times the aggregate per share amount (payable in kindcash, based upon the fair market value at the time the non-cash dividend or other distribution is declared or paid as determined in good faith by the Board of Directors) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stockcommon stock of the Company, par value $0.01 .001 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series A Preferred StockShares. Dividends on the Series A Preferred Shares shall be paid out of funds legally available for such purpose. In the event the Corporation Company shall at any time after April 18, 2002 (the "Rights Dividend Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount amounts to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the this Series A Preferred Stock with respect to dividends, the holders of shares of this Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"), ”) commencing on the first Quarterly Dividend BACK Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stockthis Series, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stockthis Series. In the event the Corporation shall at any time after June 14, 2007 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of this Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.10 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock of the Corporation since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after [—], 2013 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction holder of a share of Series A Preferred Stock, in preference to the holders of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when declared by the Board out of funds legally available for the purpose, dividends in an amount (if any) per share (rounded to the nearest cent)) equal to, subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall shall, at any time after August 21, 2002 (the "Rights Declaration Date"), declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Stock (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.75 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event If the Corporation shall at any time following February 5, 1996 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred B Stock with respect to dividends, the holders of shares of Series A Preferred B Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash on the last first day of March, June, September September, and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred B Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 times greater of (a) $1.00 or (b) the product of the Adjustment Number (defined below) multiplied by the aggregate per share amount of all cash dividends, and 1000 times the Adjustment Number multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the common stock, par value $.0075 per share, of the Corporation (the "Common Stock Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred B Stock. In As used herein, the event "Adjustment Number" shall initially be 100, but if the Corporation shall at any time declare or pay after November 8, 1996 (the "Declaration Date") (i) declares any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivides the outstanding shares of Common Stock, or (iii) combines the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled Adjustment Number immediately prior to after such event under shall equal the preceding sentence shall be adjusted by multiplying Adjustment Number immediately before such amount event multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to before such event.

Dividends and Distributions. (A) a. Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) class of stock of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds the assets of the Corporation legally available for the purposetherefor, (i) quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter in each year year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Preferred Stock, in an the amount (if any) of $0.01 per whole share (rounded to the nearest cent), subject to ) less the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to the following clause (ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (ii) dividends payable in cash on the payment date for each cash dividend declared on the Common Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect multiplied times the cash dividends then to be paid on each share of Common Stock. In the event addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect multiplied times such dividend or distribution on each share of the Common Stock. As used herein, the "Formula Number" shall be 100; provided, however, that, if at any time after October 23, 1996, the Corporation shall (x) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (y) subdivide (by a stock split or effect a subdivision or combination or consolidation of otherwise) the outstanding shares of Common Stock (by reclassification or otherwise than by payment into a larger number of a dividend in shares of Common StockStock or (z) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that, if at any time after October 23, 1996, the Corporation shall issue any shares of its stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 0.001 per share (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying (x) such amount by (y) a fraction, (1) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and (2) the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) preferred shares of the Company ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred Stock Shares shall be entitled to receive, when, as and if declared authorized by the Board of Directors Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), ) (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, Share or fraction thereof) in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in Common Shares (hereinafter defined) or a subdivision of the outstanding Common Shares (by a reclassification or otherwise), authorized on the common shares of Common Stockbeneficial interest, par value $0.01 per share share, of the Company (the "Common StockShares"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock ) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred StockShare or fraction thereof. In the event the Corporation Company shall at any time following June 11, 1998 (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock Shares or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Shares into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 10,000 times the aggregate per share amount of all cash dividends, and 1000 10,000 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 Class A Common Stock, par value $0.01 0.50 per share (the "Class A Common Stock"), ) of the Corporation or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a greater or lesser number of shares of Class A Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or any other similar stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock Stock, in preference to the holders of Common Stock, par value $.01 per share of the Company (the "Common Shares") and of any other stock of the Company ranking junior to the Series D Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)Shares, declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A D Preferred Stock. In the event the Corporation Company shall at any time after November 20, 1998, declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) preferred shares of the Corporation ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on the last day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), ) (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, Share or fraction thereof) in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in Common Shares (hereinafter defined) or a subdivision of the outstanding Common Shares (by a reclassification or otherwise), authorized on the common shares of Common Stockbeneficial interest, par value $0.01 per share share, of the Corporation (the "Common StockShares"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock ) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred StockShare or fraction thereof. In the event the Corporation shall at any time following November 1, 2001 (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock Shares or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Shares into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividendsSenior Capital Stock, the holders of shares of Series A H Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation, and of any other Junior Capital Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day Business Day of March, June, September and December each calendar quarter in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A H Preferred Stock, in an amount (if any) 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, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A H Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A H Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), Stock of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the issuance of any share or fraction of a share of Series A Preferred Stock, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 1.00 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share of Series A Preferred Stock (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 0.0001 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 0.00025 per share (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction holder of a share of Series A Preferred Stock, in preference to the holders of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when declared by the Board out of funds legally available for the purpose, dividends in an amount (if any) per share (rounded to the nearest cent)) equal to, subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall shall, at any time after October 31, 2005 (the “Rights Declaration Date”), declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 .01 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) preferred shares of the Corporation ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred Stock Shares shall be entitled to receive, when, as and if declared authorized by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), ) (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, Share or fraction thereof) in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share Shares (the "Common Stock"), of the Corporation hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared on the shares of common stock, par value $0.10 share, of the Corporation (the "Common Stock Shares") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred StockShare or fraction thereof. In the event the Corporation shall at any time following _______, 1998 (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock Shares or (by reclassification or otherwise than by payment of a dividend in shares of iii) combine the outstanding Common Stock) Shares into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, if any, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, ) equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $.01 per share, of the Corporation (the "Common Stock") subject to the provision for adjustment hereinafter set forth, since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after July 10, 1996 (the "Rights Declaration Date"), (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A R Preferred Stock with respect to dividends, the holders of shares of Series A R Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A R Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by 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 (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A R Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A R Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction holder of a share of Series A Preferred Stock, in preference to the holders of shares of common stock, par value $0.001 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when declared by the Board out of funds legally available for the purpose, dividends in an amount (if any) per share (rounded to the nearest cent)) equal to, subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall shall, at any time after February 13, 2003 (the "Rights Declaration Date"), declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A D Preferred Stock with respect to dividends, the holders of shares of Series A D Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by 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 0.001 per share (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A D Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A D Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) class of stock of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds the assets of the Corporation legally available for the purposetherefor, (i) quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter in each year year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Preferred Stock, in an the amount (if any) of $0.01 per whole share (rounded to the nearest cent), subject to ) less the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to the following clause (ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (ii) dividends payable in cash on the payment date for each cash dividend declared on the Common Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect multiplied times the cash dividends then to be paid on each share of Common Stock. In the event addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect multiplied times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 1, 2015, the Corporation shall (x) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (y) subdivide (by a stock split or effect a subdivision or combination or consolidation of otherwise) the outstanding shares of Common Stock (by reclassification or otherwise than by payment into a larger number of a dividend in shares of Common StockStock or (z) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that, if at any time after March 1, 2015, the Corporation shall issue any shares of its stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect -A-1- to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last 15th day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.10 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock Stock”), since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock, through a reverse stock split or otherwise, into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock Shares (or any other stockshares) ranking prior and superior to the Series A Preferred Stock Shares with respect to dividends, the holders of shares of Series A Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series A Preferred StockShare, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 StockShares, par value $0.01 US$0.001 per share (the "“Common Stock"Shares”), of the Corporation Company or a subdivision of the issued and outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series A Preferred StockShare. In the event the Corporation Company shall at any time declare or pay any dividend or bonus issue on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the issued and outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common StockShares) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares issued and outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were issued and outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied 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 (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Z Junior Preferred Stock with respect to dividends, the holders of shares of Series A Z Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Z Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by 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 (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Z Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Z Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stockstock of the Corporation) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by 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 Stockcommon stock, par value $0.01 1.00 per share (the "Common Stock")share, of the Corporation (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 Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, Table of Contents quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 0.001 per share (the "“Common Stock"”), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying (x) such amount by (y) a fraction, (1) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and (2) the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other similar stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if anya) $1.00 per share or (rounded to the nearest cent), b) subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stockcommon stock, par value $0.01 0.001 per share (the "Common Stock")share, of the Corporation (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 Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after November 23, 2011 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 200 times the aggregate per share amount of all cash dividends, and 1000 200 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, no par value $0.01 per share (the "Common Stock"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or any other similar stock) ranking prior and superior to the Series A C Preferred Stock with respect to dividends, the holders of shares of Series A C Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and of any other stock of the Company ranking junior to the Series C Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly “Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Preferred StockStock (the “Issue Date”), in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash non‑cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A C Preferred Stock. In the event the Corporation Company shall at any time after the Issue Date declare or and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Ai) Subject The holders of Series B Preferred Shares, in preference to the rights of the holders of any shares Common Shares and of any series of Preferred Stock (or any other junior stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), Exhibit A To Exhibit 1 commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series B Preferred Share, or fraction of a share of Series A Preferred Stockthereof, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 one hundred (100) times the aggregate per share amount of all cash dividends, and 1000 one hundred (100) 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 (the "Common Stock"), of the Corporation Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series B Preferred Share, or fraction of a share of Series A Preferred Stockthereof. In the event the Corporation corporation shall at any time after December 10, 1999 declare or pay any dividend on the Common Stock Shares payable in shares of Common StockShares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Shares (by reclassification or otherwise than by payment of a dividend in shares of Common Stockotherwise) into a greater or lesser number of shares of Common StockShares, then in each such case the amount to which holders of shares of Series A B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) (i) Subject to the rights of the holders of any shares of any class or series of Preferred Stock preferred stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock Stock, in preference to the holders of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and of any other class or series of stock ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, equal to 1000 1,000,000 times the aggregate per share amount of all cash dividends, and 1000 1,000,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the Common Stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after August 7, 2019 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) class of stock of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds the assets of the Corporation legally available for the purposetherefor, (i) quarterly dividends payable in cash on the last day of March, June, September and December each fiscal quarter in each year year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Preferred Stock, in an the amount (if any) of $.01 per whole share (rounded to the nearest cent), subject to ) less the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 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 (the "Common Stock"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Series A Preferred Stock pursuant to the following clause (ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (ii) dividends payable in cash on the payment date for each cash dividend declared on the Common Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect multiplied times the cash dividends then to be paid on each share of Common Stock. In the event addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect multiplied times such dividend or distribution on each share of the Common Stock. As used herein, the "Formula Number" shall be 100; provided, however, that, if at any time after May ___, 1999, the Corporation shall (x) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (y) subdivide (by a stock split or effect a subdivision or combination or consolidation of otherwise) the outstanding shares of Common Stock (by reclassification or otherwise than by payment into a larger number of a dividend in shares of Common StockStock or (z) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a greater or lesser smaller number of shares of Common Stock, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that, if at any time after May ___, 1999, the Corporation shall issue any shares of its stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) stock of the Corporation ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable in cash on the last day of March, June, September and December in such dates each year as designated by the Board of Directors (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a any share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 Multiplier Number times the aggregate per share amount of all cash dividends, dividends or other distributions and 1000 the Multiplier Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions (other than (i) a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock")share, of the Corporation (the “Common Stock”) or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In As used herein, the event the Corporation “Multiplier Number” shall be 1,000,000; provided that if, at any time declare or pay after August 12, 2010, there shall be any dividend on change in the Common Stock payable in shares of Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or effect exchanges of securities, split-ups, split-offs, spin- offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a subdivision merger, share exchange, reclassification, or combination or consolidation change of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case event the amount Board of Directors shall adjust the Multiplier Number to which holders of shares the extent appropriate such that following such adjustment each share of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, in the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately same economic position as prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stockcommon stock, par value $0.01 per share (the "Common Stock")share, of the Corporation (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 Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after May 5, 2012 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 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 0.001 per share (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 0.001 per share (the "“Common Stock"”), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the “First Issuance Time”), in an amount (if any) 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, equal to 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time on or after the First Issuance Time: (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment DateQUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 0.001 per share (the "Common StockCOMMON STOCK"), of the Corporation Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying (x) such amount by (y) a fraction, (1) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and (2) the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred B Stock with respect to dividends, the holders of shares of Series A Preferred B Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred B Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forthforth in Section 8 hereof, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share as defined in Article Fourth of the Certificate of Incorporation of the Corporation as amended (the "Common Stock"), of the Corporation ) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class A Common Stock as defined in Article Fourth of the Certificate of Incorporation of the Corporation as amended since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred B Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A R Preferred Stock with respect to dividends, the holders of shares of Series A R Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A R Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1000 times 1,000 multiplied by 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 0.05 per share (the "“Common Stock"”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), ) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A R Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A R Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (AA)(i) Subject to the rights of the holders of any shares of any series of Preferred Stock preferred stock (or any other similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock Stock, in preference to the holders of shares of common stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, equal to 1000 10,000 times the aggregate per share amount of all cash dividends, and 1000 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock common stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock common stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stockcommon stock) into a greater or lesser number of shares of Common Stockcommon stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash on the last first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred StockStock (the “First Issuance Time”), in an amount (if any) 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, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time on or after the First Issuance Time: (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of Beazer Homes USA, Inc., a Delaware corporation (the “Company”), out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 1,000 times the aggregate per share amount of all cash dividends, and 1000 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $0.001 per share, of the Company (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation Company shall at any time after November 12, 2013 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A D Preferred Stock and with respect to dividends, the holders of shares of Series A D Preferred Stock Stock, in preference to the holders of Common Stock, par value $0.01 per share (or as such par value may be changed from time to time), of the Company (the “Common Stock”) and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A D Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (i) $10.00 or (ii) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 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 (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A D Preferred Stock. In If the event the Corporation Company shall at any time on or after the Distribution Time (as such term is defined in the Rights Agreement dated as of February 17, 2017, between the Company and Xxxxx Fargo Bank, N.A., as Rights Agent, as such agreement may be amended from time to time) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A D Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) stock of the Corporation ranking prior and superior to the shares of Series A B Preferred Stock with respect to dividends, the holders of shares of Series A B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable in cash on the last day of March, June, September and December in such dates each year as designated by the Board of Directors (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a any share or fraction of a share of Series A B Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 Multiplier Number times the aggregate per share amount of all cash dividends, dividends or other distributions and 1000 the Multiplier Number times the aggregate per share amount (payable in kind) of all non-cash non‑cash dividends or other distributions, distributions (other than (i) a dividend payable in shares of Common Stockcommon stock, par value $0.01 per share (the "Common Stock")share, of the Corporation (the “Common Stock”) or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Preferred Stock. In As used herein, the event the Corporation “Multiplier Number” shall be 1,000; provided that if, at any time declare or pay after October 30, 2012, there shall be any dividend on change in the Common Stock payable in shares of Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or effect exchanges of securities, split-ups, split-offs, spin- offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a subdivision merger, share exchange, reclassification, or combination or consolidation change of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case event the amount Board of Directors shall adjust the Multiplier Number to which holders of shares the extent appropriate such that following such adjustment each share of Series A B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, in the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately same economic position as prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock (or any other stock) stock of the Corporation ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable in cash on the last day of March, June, September and December in such dates each year as designated by the Board of Directors (each such date being referred to herein as a "“Quarterly Dividend Payment Date"”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a any share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject ) equal to the provision for adjustment hereinafter set forth, equal to 1000 Multiplier Number times the aggregate per share amount of all cash dividends, dividends or other distributions and 1000 the Multiplier Number times the aggregate per share amount (payable in kind) of all non-non- cash dividends or other distributions, distributions (other than (i) a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock")share, of the Corporation (the “Common Stock”) or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In As used herein, the event the Corporation “Multiplier Number” shall be 1,000,000; provided that if, at any time declare or pay after August 12, 2010, there shall be any dividend on change in the Common Stock payable in shares of Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or effect exchanges of securities, split-ups, split-offs, spin- offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a subdivision merger, share exchange, reclassification, or combination or consolidation change of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case event the amount Board of Directors shall adjust the Multiplier Number to which holders of shares the extent appropriate such that following such adjustment each share of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, in the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately same economic position as prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last first business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), ) equal to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, equal to 1000 100 times the aggregate per share amount of all cash dividends, and 1000 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Corporation Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after March 10, 2000 (the "Rights Declaration Date") (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.