Common use of Redemption of the Series A Preferred Stock Clause in Contracts

Redemption of the Series A Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of the Series A Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of shares of the Series A Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of the Series A Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of $1,000 per share of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption to be redeemed, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of the Series A Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information, mail the notice of the Corporation’s redemption of shares of the Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series A Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption of such shares of the Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing). In any such case, the Depositary Shares shall only be redeemed in increments of 40 shares and any integral multiple thereof.

Redemption of the Series A Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of the Series A Preferred Stock in accordance with the terms of the Certificate Articles of DesignationsAmendment, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than thirty (30) days and not more than sixty (60) days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of shares of the Series A Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of the Series A Preferred Stock is in accordance with the provisions of the Certificate Articles of DesignationsAmendment. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price of $1,000 per share of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends dividends, without accumulation of any undeclared dividends, thereon to the date fixed for redemption to be redeemed, in accordance with the provisions of the Certificate Articles of DesignationsAmendment, the Depositary shall redeem the number of Depositary Shares representing such shares of the Series A Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information, mail the notice of the Corporation’s redemption of shares of the Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series A Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depository or by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty twenty-five (3025) days and not more than sixty (60) days prior to the date fixed for redemption of such shares of the Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing). In any such case, the Depositary Shares shall only be redeemed in increments of 40 shares and any integral multiple thereof.

Redemption of the Series A Preferred Stock. Whenever the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) shall be permitted and shall elect to redeem shares of the Series A Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than thirty (30) days and not nor more than sixty (60) days prior to the Redemption Date (as defined belowin the Certificate of Designations), notice of the date of such proposed redemption of deposited shares of the Series A Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceSeries A Liquidation Value (as defined in the Certificate of Designations), which notice shall be accompanied by a certificate from the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) stating that such redemption of deposited shares of the Series A Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemptionRedemption Date, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the redemption price Depositary the Series A Liquidation Value of $1,000 per share the deposited shares of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption to be redeemed, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of the Series A Preferred Stock. The Depositary shallNotice of redemption by the Corporation (or, if requested applicable, an acquiring entity in writing and provided with all necessary information, mail the notice event of the Corporation’s redemption a Change of Control) of shares of the Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such the shares of the Series A Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or transmit (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than thirty (30) days and not nor more than sixty (60) days prior to the date fixed for redemption of such shares of the Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositaryredeemed; but neither the failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemedredeemed (or the method of determining such number); (iii) the redemption priceSeries A Liquidation Value; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceRedemption Price; and (v) that dividends in respect of dividend rights on the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on the Redemption Date (unless the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control), shall fail to make available an amount of cash necessary to effect such Redemption Dateredemption); and (vi) any other information required by law or by the applicable rules of any national securities exchange upon which the Depositary Shares or Receipts may be listed or admitted for trading. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or from Depositary Shares not previously called for redemption by lot or in such pro rata (as nearly as may be) or by any other manner as method determined by the Corporation may determine in its sole discretion to be fair and equitable equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed. Upon notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (which determination unless the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) shall have failed to provide the funds necessary to redeem the shares of the Series A Preferred Stock evidenced by the Depositary Shares called for redemption): (i) dividends on the shares of the Series A Preferred Stock so called for redemption shall cease to accrue from and after the Redemption Date, (ii) the Depositary Shares being redeemed from such proceeds shall no longer be deemed to be outstanding and (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Series A Liquidation Value, without interest thereon) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender, in accordance with such redemption notice, of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/1000th of the Series A Liquidation Value per share of the Series A Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares. Subject to applicable escheat laws, any funds deposited by the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) with the Depositary for the redemption of Depositary Shares which remains unclaimed by the Holders thereof at the end of six (6) months from the Redemption Date, other than funds representing proceeds of uncashed checks, will promptly notify be returned to the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control), after which reversion the Holders of such Depositary Shares shall look only to the general funds of the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) for the payment of such Series A Liquidation Value. The Corporation and the Depositary hereby agree that following the delivery of any of the aforementioned funds to the Corporation (or, if applicable, an acquiring entity in the event of a Change of Control) pursuant to this Section 2.12, the Depositary shall be relieved of, and the Corporation shall assume, all responsibility for compliance with applicable state abandoned or unclaimed property laws, rules or regulations and the Corporation shall indemnify and hold the Depositary harmless against any interest or penalties assessed by state abandoned or unclaimed property authorities with respect to actions or inactions following the delivery of the aforementioned funds to the Corporation pursuant to this Section 2.12. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Rather, the Corporation, at its election, shall cause the Depositary to pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the redemption price per Depositary Share, or round up to the next whole Depositary Share. All funds received by the Depositary under this Agreement that are to be distributed or applied by the Depositary in writing)the performance of Services (the “Funds”) shall be delivered to the Depositary on or before 9:00 a.m. Eastern Standard Time on the date of such distribution or application and held by the Depositary as agent for the Corporation in a bank account held in the United States, and shall be deposited in one or more interest-bearing accounts to be maintained at an Approved Bank by the Depositary in its name as agent for the Corporation. In any such caseThe amounts held by the Depositary pursuant to this Section 2.12 are at the sole risk of the Corporation and, without limiting the generality of the foregoing, the Depositary Shares shall only have no responsibility or liability for any diminution of the value of the Funds which may result from any deposits made pursuant to this Deposit Agreement, including any losses resulting from a default by an Approved Bank or any other credit losses (whether or not resulting from such default) or other losses on any deposit required to be redeemed liquidated in increments of 40 shares and order to make a payment required hereunder. The Depositary shall not be obligated to pay such interest, dividends or earnings to the Corporation, any integral multiple thereofholder or any other party.