Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any stock of any series or class of the Corporation shall be deemed to rank: (a) senior to the shares of this Series C, as to dividends or upon liquidation, if the holders of such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series C; (b) on a parity with shares of this Series C, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series C, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and (c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such series or class.
Appears in 2 contracts
Sources: Merger Agreement (Hubco Inc), Merger Agreement (MSB Bancorp Inc /De)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any stock of any class or classes or series or class of the Corporation shall be deemed to rank:
(a) senior prior to the shares of this the Series CA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares of this the Series CA Preferred Stock;
(b) on a parity with shares of this the Series CA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices per share or sinking fund provisions, if any, be thereof are different from those of this the Series CA Preferred Stock, if the holders of stock of such stock class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable distributed upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, priority of one over the other, other as between the holders of such stock and the holders of shares of this Series CA Preferred Stock; and
(c) junior to shares of this the Series CA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if such stock class or classes or series shall be Common Stock or if the holders of shares of this the Series C A Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares stock of such series class or class.classes or series. The Series A Preferred Stock shall rank, as to dividends and upon liquidation, dissolution or winding up, senior to the Corporation's Series A Junior Participating Preferred Stock. Exhibit B Director Designees ------------------
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Devon Energy Corp /Ok/), Agreement and Plan of Merger (Pennzenergy Co)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any stock of any class or classes or series or class of the Corporation shall be deemed to rank:
(a) senior prior to the shares of this the Series CD, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders Holders of shares of this the Series CD;
(b) on a parity with shares of this the Series CD, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series CD, if the holders of stock of such stock class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable distributed upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, priority of one over the other, other as between the holders of such stock and the holders Holders of shares of this Series CD (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series D, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and
(c) junior to shares of this the Series CD, either as to dividends or upon liquidation, dissolution or winding up, or both, if such stock class or classes or series shall be Common Stock common stock or if the holders Holders of shares of this the Series C D shall be entitled to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares stock of such series class or classclasses or series. The Series D shall rank, as to dividends and upon liquidation, dissolution or winding up, on a parity with the Series A, the Series C and any Parity Preferred Stock issued hereafter.
Appears in 2 contracts
Sources: Transaction Agreement (Mitsubishi Ufj Financial Group Inc), Transaction Agreement (Morgan Stanley)
Rank. The Corporation shall not issue any other (a) Any class or series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any stock of any series or class of the Corporation shall be deemed to rank:
(ai) senior prior to the shares of this Series CA Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, if the holders of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may beup, in preference or priority to the holders of shares of this Series CA Preferred Stock (SENIOR SECURITIES);
(bii) on a parity with shares of this the Series CA Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series C, A Preferred Stock if the holders of the Series A Preferred Stock and of such class of stock or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may beor both, in proportion to their respective dividend rates amounts of accrued and unpaid dividends per share or liquidation pricespreferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority, priority one over the other, as between the holders other and such class of such stock and the holders or series is not a class of shares of this Series CSenior Securities (PARITY SECURITIES); and
(ciii) junior to shares of this the Series CA Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, or both, if such stock or series shall be Common Stock or if the holders of shares of this the Series C A Preferred Stock shall be entitled by the terms thereof to receipt of dividends or dividends, and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may beup, in preference or priority to the holders of shares of such stock or series (including, but not limited to preferences as to payment of dividends or classother amounts distributable upon liquidation) (JUNIOR SECURITIES).
(b) The respective definitions of Senior Securities, Junior Securities and Parity Securities shall also include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as the case may be.
(c) The Series A Preferred Stock shall be subject to the creation of Junior Securities and Parity Securities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Signature Eyewear Inc), Stock Purchase Agreement (Signature Eyewear Inc)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CGG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CGG Preferred Stock (and as used herein, the term “senior to the Series GG Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CGG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CGG Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series GG Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series GG Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series GG Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series GG Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series GG Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series GG Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series GG Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CQ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CQ Preferred Stock (and as used herein, the term “senior to the Series Q Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CQ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CQ Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series Q Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series Q Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series Q Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series Q Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series Q Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series Q Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series Q Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 8.625% Non-Cumulative Preferred Stock, Series J, 5.50% Non-Cumulative Preferred Stock, Series O and 5.45% Non-Cumulative Preferred Stock, Series P.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CY Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CY Preferred Stock (and as used herein, the term “senior to the Series Y Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CY Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CY Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series Y Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series Y Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series Y Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series Y Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series Y Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series Y Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series Y Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CLL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CLL Preferred Stock (and as used herein, the term “senior to the Series LL Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CLL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CLL Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series LL Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series LL Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series LL Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series LL Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series LL Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series LL Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series LL Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ and 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CDD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CDD Preferred Stock (and as used herein, the term “senior to the Series DD Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CDD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CDD Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series DD Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series DD Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series DD Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series DD Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series DD Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series DD Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series DD Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC.
Appears in 1 contract
Rank. The Corporation shall not issue any other series Subject to the provisions of preferred stock ranking senior to this Section 4.10, the Series C Units shall rank pari passu with the Class A Units as to the payment of dividends regular and special periodic or other distributions and distribution of assets upon liquidation liquidation, dissolution or any other series of any equity securities ranking senior to this winding up. The Series C Units shall rank (a) junior to the Class B Units, and shall not have any right to, nor claim against, the payment of regular and special periodic distributions of assets upon liquidation, dissolution or winding up to the extent such distributions are Class B Available Cash (other than the Series C Units Participation Amount) and (b) pari passu with the Class B Units as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this the Series C as Units Participation Amount. As to the payment of dividends or distributions and as to distribution of assets upon liquidation. For purposes of this certificate of designations, dissolution or winding up, any stock class or series of any series Units which by its terms specifies that it shall rank junior to, on a parity with, or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this Series CClass A Units shall also rank junior to, as to dividends or upon liquidationpari passu with, if the holders of such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationsenior to, as the case may be, in preference or priority the Series C Units. As to the holders payment of shares distributions and as to distribution of this Series C;
(b) assets upon liquidation, dissolution or winding up, any class or series of Units which by its terms specifies that it shall rank junior to, on a parity with shares of this Series Cwith, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series C, if the holders of such stock shall be entitled senior to the receipt of dividends Class B Units shall also rank junior to, or of amounts distributable upon dissolutionpari passu with, liquidation or winding up of the Corporationsenior to, as the case may be, in proportion the Series C Units, as applicable, with respect to their respective dividend rates or liquidation pricesthe Series C Units Participation Amount. So long as the Series C Units remain issued and outstanding, without preference or priority, one over the other, as between written consent of all of the holders of such stock and Series C Units, the holders of shares of this Series C; and
Company shall not (ci) junior to shares of this Series C, authorize or issue any securities having any preference as to dividends the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series C Units, (ii) reclassify any Units into interests having any preference as to the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series C Units, (iii) authorize or issue any debt convertible into or exchangeable for Units having any preference as to the dividend or redemption rights, liquidation preferences, voting rights or any other rights or privileges of the Series C Units, or (iv) amend or repeal any provision of, or add any provision to this Agreement if such actions would alter or change the preferences, rights, privileges or restrictions provided for the benefit of the Series C Units. Except for the Series C Units Participation Amount, the Series C Units shall not have any right to, nor claim against, any regular, periodic or other distributions or distributions of assets upon liquidation, if such stock shall be Common Stock or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation dissolution or winding up attributable to, or due and owing in respect of, the Class B Units. Notwithstanding the foregoing or any other provision of the Corporation, as the case may be, in preference or priority this Agreement to the holders of shares of such series or classcontrary, the Company shall have the right to issue the Class B Units in conjunction with, and upon the closing of, the SAFStor Transaction.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Nexpoint Diversified Real Estate Trust)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CMM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CMM Preferred Stock (and as used herein, the term “senior to the Series MM Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CMM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CMM Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series MM Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series MM Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series MM Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series MM Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series MM Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series MM Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series MM Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK and 4.625% Non-Cumulative Preferred Stock, Series LL.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CAA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CAA Preferred Stock (and as used herein, the term “senior to the Series AA Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CAA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CAA Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series AA Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series AA Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series AA Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series AA Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series AA Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series AA Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series AA Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series 0, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CJJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CJJ Preferred Stock (and as used herein, the term “senior to the Series JJ Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CJJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CJJ Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series JJ Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series JJ Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series JJ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series JJ Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series JJ Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series JJ Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series JJ Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CHH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CHH Preferred Stock (and as used herein, the term “senior to the Series HH Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CHH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CHH Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series HH Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series HH Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series HH Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series HH Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series HH Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series HH Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series HH Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF and 4.75% Non-Cumulative Preferred Stock, Series GG.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CPP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CPP Preferred Stock (and as used herein, the term “senior to the Series PP Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series PP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CPP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CPP Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series PP Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series PP Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series PP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series PP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series PP Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series PP Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series PP Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series PP Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, 4.625% Non-Cumulative Preferred Stock, Series LL, 4.20% Non-Cumulative Preferred Stock, Series MM, 6.875% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series NN and 6.500% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series OO.
Appears in 1 contract
Rank. The Corporation shall not issue any other (a) Any class or series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any stock of any series the Corporation, whether now existing or class of the Corporation hereafter created, shall be deemed to rank:
(ai) senior prior to the shares of this Series CA Preferred Stock, either as to the payment of dividends or other amounts or as to distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if the holders of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or other amounts and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may beup, in preference or priority to the holders of shares of this Series CA Preferred Stock (“Senior Securities”);
(bii) on a parity with shares of this the Series CA Preferred Stock, either as to the payment of dividends or other amounts or as to distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series CA Preferred Stock, if the holders of the Series A Preferred Stock and of such class of stock or series shall be entitled by the terms thereof to the receipt of dividends or other amounts or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may beor both, in proportion to their respective dividend rates amounts of accrued and unpaid dividends per share or liquidation pricespreferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority, priority one over the other, as between the holders other and such class of such stock and the holders or series is not a class of shares of this Series CSenior Securities (“Parity Securities”); andor
(ciii) junior to shares of this the Series CA Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if such stock or series shall be Common Stock or if the holders of shares of this the Series C A Preferred Stock shall be entitled by the terms thereof to receipt of dividends or other amounts, and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may beor both, in preference or priority to the holders of shares of such stock or series (including, but not limited to preferences as to payment of dividends or classother amounts distributable upon liquidation) (“Junior Securities”).
(b) The respective definitions of Senior Securities, Junior Securities and Parity Securities shall also include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as the case may be.
Appears in 1 contract
Sources: Securities Purchase Agreement (FriendFinder Networks Inc.)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CCC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CCC Preferred Stock (and as used herein, the term “senior to the Series CC Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CCC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CCC Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series CC Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series CC Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series CC Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series CC Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series CC Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series CC Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series CC Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X and 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, and 6.15% Non-Cumulative Preferred Stock, Series BB.
Appears in 1 contract
Rank. The Corporation shall not issue any other (a) Any class or series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any stock of any series or class of the Corporation shall be deemed to rank:
(ai) senior prior to the shares of this Series CB Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, if the holders of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may beup, in preference or priority to the holders of shares of this Series CB Preferred Stock ("Senior Securities");
(bii) on a parity with shares of this the Series CB Preferred Stock, either as to the payment of dividends or as to distribution of assets upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series CB Preferred Stock, if such stock shall be Series A 7% Senior Convertible Preferred Stock ( "Series A Preferred Stock") or if the holders of the Series B Preferred Stock and of such class of stock or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may beor both, in proportion to their respective dividend rates amounts of accrued and unpaid dividends per share or liquidation pricespreferences (including, but not limited to preferences as to payment of dividends or other amounts distributable upon liquidation), without preference or priority, priority one over the other, as between the holders other and such class of such stock and the holders or series is not a class of shares of this Series CSenior Securities ("Parity Securities"); and
(ciii) junior to shares of this the Series CB Preferred Stock, either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up, or both, if such stock or series shall be Common Stock or Class B Stock or if the holders of shares of this the Series C B Preferred Stock shall be entitled by the terms thereof to receipt of dividends or dividends, and of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may beup, in preference or priority to the holders of shares of such stock or series (including, but not limited to preferences as to payment of dividends or classother amounts distributable upon liquidation) ("Junior Securities").
(b) The respective definitions of Senior Securities, Junior Securities and Parity Securities shall also include any rights or options exercisable or exchangeable for or convertible into any of the Senior Securities, Junior Securities and Parity Securities, as the case may be.
(c) The Series B Preferred Stock shall be subject to the creation of Junior Securities and Parity Securities.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CT Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CT Preferred Stock (and as used herein, the term “senior to the Series T Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CT Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CT Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series T Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series T Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series T Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series T Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series T Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series T Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series T Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any stock of any class or classes or series or class of the Corporation shall be deemed to rank:
(a) senior prior to the shares of this the Series CB, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders Holders of shares of this the Series CB;
(b) on a parity with shares of this the Series CB, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series CB, if the holders of stock of such stock class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable distributed upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, priority of one over the other, other as between the holders of such stock and the holders Holders of shares of this Series CB (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series B, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and
(c) junior to shares of this the Series CB, either as to dividends or upon liquidation, dissolution or winding up, or both, if such stock class or classes or series shall be Common Stock common stock or if the holders Holders of shares of this the Series C B shall be entitled to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares stock of such series class or classclasses or series. The Series B shall rank, as to dividends and upon liquidation, dissolution or winding up, on a parity with the Series A, the Series C and any Parity Preferred Stock issued hereafter.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mitsubishi Ufj Financial Group Inc)
Rank. The Series C Preferred Stock shall, with respect to dividend and other distribution rights, and rights on liquidation, dissolution and winding up, rank (i) pari passu with any class of capital stock or series of Preferred Stock hereafter created which expressly provides that it ranks pari passu with the Series C Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Parity Securities"), (ii) junior to the Series B Preferred Stock, and (iii) senior to (x) the Common Stock, the Class B Common Stock and all other securities of any class or classes (however designated) of the Corporation (other than the Series B Preferred Stock) the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution, liquidation or winding up, either to all or to a share of the balance of payments upon such dissolution, liquidation or winding up (collectively, the "Common Stock Instruments") and (y) any other class of capital stock or series of Preferred Stock hereafter created which does not expressly provide that it ranks pari passu with, or senior to, the Series C Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Junior Securities"). The terms "Parity Securities" and "Junior Securities" as used herein with respect to any class or series of capital stock shall only be deemed to refer to such class or series to the extent it ranks (i) pari passu with or (ii) not pari passu with, as applicable, the Series C Preferred Stock with respect to dividends, other distributions, liquidation preference or otherwise. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this or pari passu with the Parity Securities with respect to dividends, distributions, liquidation preference or otherwise unless a majority in interest of the Series C Preferred Stock, voting as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designationsclass, any stock of any series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this Series C, as to dividends or upon liquidation, if the holders of have approved such series or class shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series C;
(b) on a parity with shares of this Series C, as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series C, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such series or classproposed issuance.
Appears in 1 contract
Sources: Investment Agreement (Lund International Holdings Inc)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CP Preferred Stock (and as used herein, the term “senior to the Series P Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CP Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CP Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series P Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series P Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series P Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series P Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series P Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series P Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series P Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 8.625% Non-Cumulative Preferred Stock, Series J and 5.50% Non-Cumulative Preferred Stock, Series O.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CX Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CX Preferred Stock (and as used herein, the term “senior to the Series X Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CX Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CX Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series X Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series X Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series X Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series X Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series X Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series X Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series X Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V and 6.30% Non-Cumulative Preferred Stock, Series W.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any stock of any class or classes or series or class of the Corporation shall be deemed to rank:
(a) senior prior to the shares of this the Series C, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of stock of such class or classes or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders Holders of shares of this the Series C;
(b) on a parity with shares of this the Series C, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series C, if the holders of stock of such stock class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable distributed upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, priority of one over the other, other as between the holders of such stock and the holders Holders of shares of this Series C (the term “Parity Preferred Stock” being used to refer to any stock on a parity with the shares of Series C, either as to dividends or upon liquidation, dissolution or winding up, or both, as the content may require); and
(c) junior to shares of this the Series C, either as to dividends or upon liquidation, dissolution or winding up, or both, if such stock class or classes or series shall be Common Stock common stock or if the holders Holders of shares of this the Series C shall be entitled to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares stock of such series class or classclasses or series. The Series C shall rank, as to dividends and upon liquidation, dissolution or winding up, on a parity with the Series A, the Series B and any Parity Preferred Stock issued hereafter.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mitsubishi Ufj Financial Group Inc)
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CS Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CS Preferred Stock (and as used herein, the term “senior to the Series S Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CS Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CS Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series S Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series S Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series S Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series S Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series S Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series S Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series S Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CBB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CBB Preferred Stock (and as used herein, the term “senior to the Series BB Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CBB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CBB Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series BB Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series BB Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series BB Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series BB Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series BB Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series BB Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series BB Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, and 6.10% Non-Cumulative Preferred Stock, Series AA.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or classes or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if the holders of capital stock of such class or classes or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares of this the Series CO Preferred Stock (and as used herein, the term “senior to the Series O Preferred Stock” and like terms refer to any class or series of capital stock of the Corporation that ranks senior to the Series O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require);
(b) on a parity with shares of this the Series CO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices per share or sinking fund provisions, if any, thereof be different from those of this the Series CO Preferred Stock, if the holders of capital stock of such class or classes or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributed upon liquidation, dissolution or winding up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation prices, without preference or priority of one over the other as between the holders of such stock and the holders of shares of Series O Preferred Stock (and as used herein, the term “Parity Preferred Stock” and like terms refer to any class or series of capital stock of the Corporation that ranks on a parity with the shares of Series O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require); and
(c) junior to shares of the Series O Preferred Stock, either as to dividends or upon liquidation, dissolution or winding up, or both, if such class or classes or series shall be common stock or if the holders of the Series O Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationup, as the case may be, in preference or priority to the holders of shares capital stock of such class or classes or series (and as used herein, the term “junior to the Series O Preferred Stock” and like terms refer to common stock of the Corporation and any other class or class.series of capital stock of the Corporation over which the Series O Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding up, or both, as the context may require). The Series O Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I and 8.625% Non-Cumulative Preferred Stock, Series J.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CII Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CII Preferred Stock (and as used herein, the term “senior to the Series II Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CII Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CII Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series II Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series II Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series II Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series II Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series II Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series II Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series II Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CZ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CZ Preferred Stock (and as used herein, the term “senior to the Series Z Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CZ Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CZ Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series Z Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series Z Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series Z Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series Z Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series Z Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series Z Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series Z Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70%Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X and 6.125% Non-Cumulative Preferred Stock, Series Y.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CR Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CR Preferred Stock (and as used herein, the term “senior to the Series R Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CR Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CR Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series R Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series R Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series R Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series R Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series R Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series R Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series R Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 8.625% Non-Cumulative Preferred Stock, Series J, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CEE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CEE Preferred Stock (and as used herein, the term “senior to the Series EE Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CEE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CEE Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series EE Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series EE Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series EE Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series EE Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series EE Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series EE Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series EE Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, 6.30% Non-Cumulative Preferred Stock, Series W, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, 6.125% Non-Cumulative Preferred Stock, Series Y, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, 6.10% Non-Cumulative Preferred Stock, Series AA, 6.15% Non-Cumulative Preferred Stock, Series BB, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC and 5.75% Non-Cumulative Preferred Stock, Series DD.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CV Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CV Preferred Stock (and as used herein, the term “senior to the Series V Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CV Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CV Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series
(c) junior to shares of the Series V Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series V Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series V Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series V Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series V Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U.
Appears in 1 contract
Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CU Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CU Preferred Stock (and as used herein, the term “senior to the Series U Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CU Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CU Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series U Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series U Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series U Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series U Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series U Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series U Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series U Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S and 6.70% Non-Cumulative Preferred Stock, Series T.
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Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series COO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series COO Preferred Stock (and as used herein, the term “senior to the Series OO Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series COO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series COO Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series OO Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series OO Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series OO Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series OO Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series OO Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series OO Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series OO Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, 4.625% Non-Cumulative Preferred Stock, Series LL, 4.20% Non-Cumulative Preferred Stock, Series MM and 6.875% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series NN.
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Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CW Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CW Preferred Stock (and as used herein, the term “senior to the Series W Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CW Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CW Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series W Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series W Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series W Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series W Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series W Preferred Stock” and like terms refer to the common stock and any other class or class.series of capital stock over which the Series W Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series W Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, 5.50% Non-Cumulative Preferred Stock, Series O, 5.45% Non-Cumulative Preferred Stock, Series P, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, 6.70% Non-Cumulative Preferred Stock, Series T, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U and Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V.
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Rank. The Corporation shall not issue any other series of preferred stock ranking senior to this Series C as to the payment of dividends or upon liquidation or any other series of any equity securities ranking senior to this Series C as to the payment of dividends or upon liquidation. The Corporation may issue shares of Common Stock and any other series of preferred stock ranking junior to or on a parity with this Series C as to the payment of dividends or upon liquidation. For purposes of this certificate of designations, any Any capital stock of any class or series or class of the Corporation shall be deemed to rank:
(a) senior to the shares of this the Series CNN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if the holders of capital stock of such class or series or class shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon dissolutionliquidation, liquidation dissolution or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares of this the Series CNN Preferred Stock (and as used herein, the term “senior to the Series NN Preferred Stock” and like terms refer to any class or series of capital stock that ranks senior to the Series NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require);
(b) on a parity with shares of this the Series CNN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, whether or not the dividend rates, dividend payment dates dates, or redemption or liquidation prices preferences per share or sinking fund provisions, if any, thereof be different from those of this the Series CNN Preferred Stock, if the holders of capital stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding-up, as the case may be, in proportion to or otherwise based on their respective dividend rates or liquidation preferences, without preference or priority of one over the other as between the holders of such capital stock and the holders of shares of the Series NN Preferred Stock (and as used herein, the term “Parity Preferred Stock,” and “on a parity with the Series NN Preferred Stock” and like terms refer to any class or series of capital stock that ranks on a parity with the shares of the Series NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require); and
(c) junior to shares of the Series NN Preferred Stock, either as to dividends or upon liquidation, dissolution or winding-up, or both, if such class or series shall be common stock or if the holders of the Series NN Preferred Stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series C; and
(c) junior to shares of this Series C, as to dividends or upon liquidation, if such stock shall be Common Stock dissolution or if the holders of shares of this Series C shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporationwinding-up, as the case may be, in preference or priority to the holders of shares capital stock of such class or series (and as used herein, the term “junior to the Series NN Preferred Stock” and like terms refer to the common stock and any other class or classseries of capital stock over which the Series NN Preferred Stock has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require). The Series NN Preferred Stock shall rank as to dividends and upon liquidation, dissolution or winding-up on a parity with the Corporation’s Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, 5.75% Non-Cumulative Preferred Stock, Series DD, 6.00% Non-Cumulative Preferred Stock, Series EE, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series FF, 4.75% Non-Cumulative Preferred Stock, Series GG, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series HH, Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series II, 4.55% Non-Cumulative Preferred Stock, Series JJ, 3.65% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series KK, 4.625% Non-Cumulative Preferred Stock, Series LL and 4.20% Non-Cumulative Preferred Stock, Series MM.
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