Payment of Dividends From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
Dividends So long as any shares of Series A Cumulative Preferred Stock will be outstanding, the holders of the Series A Cumulative Preferred Stock will be entitled to receive cumulative preferential dividends accruing at the LIBOR Rate on the value of $100.00 per share, payable quarterly on the 1st day of March, June, September and December of each year, beginning December 1, 1997 (each date being called a "Dividend Payment Date"), the dividends to be cumulative and payable as allowed by the Nevada Business Corporation Act, Chapter 78, Nevada Revised Statutes, with respect to the quarterly dividend period (or portion of it) ending on the day preceding the respective Dividend Payment Date, fixed for that purpose by the Board in advance of payment of each particular dividend. The LIBOR Rate shall mean the rate (rounded, if necessary, to the next higher 1/100 of 1%) for deposits in United States Dollars for a maturity of three months which appears on the Telerate Page 3750 at approximately 11:00 a.m. London time representing the offered side of dollar deposits in the London market two (2) London business days prior to the effective date of the applicable LIBOR Rate. The LIBOR Rate shall be presumed to be the three months London Interbank Offered Rates as shown in the Wall Street Journal under "Money Rates" as long as such rates are published. The LIBOR Rate will be fixed on the Original Issue Date and thereafter be changed at every Dividend Payment Date to be effective until the next Dividend Payment Date. The "Original Issue Date" means the first date on which the Corporation will issue any shares of Series A Cumulative Preferred Stock. Dividends on the Series A Cumulative Preferred Stock shall be cumulative from the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there will be net profits or net assets of the Corporation legally available for the payment of those dividends). So long as any shares of Series A Cumulative Preferred Stock shall remain outstanding, the Corporation may not declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or make monies available for a sinking fund for the purchase or redemption of, any shares of stock of the Corporation ranking junior to the Series A Cumulative Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up of the Corporation including Common Stock, par value $.01, of the Corporation ("junior stock") (other than as a result of a reclassification of junior stock into another class of junior stock, or the exchange or conversion of one junior stock for or into another junior stock) unless (i) all dividends in respect of the Series A Cumulative Preferred Stock for all past dividend periods have been paid and such dividends for the current dividend period have been paid or declared and duly provided for, and (ii) all amounts in respect of the mandatory redemption of Series A Cumulative Preferred Stock pursuant to the terms of paragraph 5 below have been paid for all prior applicable periods and all amounts in respect of such mandatory redemption for the current applicable period have been paid or duly provided for. Subject to the foregoing, and not otherwise, the dividends (payable in cash, stock or otherwise) as may be determined by the Board may be declared and paid on any junior stock from time to time out of any funds legally available, and the Series A Cumulative Preferred Stock will not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Cumulative Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for payment of any amount will be made in respect of any shares of any junior stock with respect to the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, an amount equal to $100 per share plus all accumulated and unpaid dividends (including a prorated quarterly dividend from the last Dividend Payment Date to the date of such payment) in respect of any liquidation, dissolution or winding up consummated. If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Series A Cumulative Preferred Stock shall be insufficient to permit the payment to the shareholders of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed ratably among the holders of Series A Cumulative Preferred Stock based on the full preferential amounts for the number of shares of Series A Cumulative Preferred Stock. A consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive solely capital stock of the acquiring or surviving corporation (or of the direct or indirect parent corporation of the acquiring corporation), except for cash in lieu of fractional shares, will not be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Certificate. Mandatory Redemption. The Corporation will, at the redemption price equal to $100 per share plus an amount, payable in cash, equal to the sum of all accumulated and unpaid dividends per share (including a prorated quarterly dividend from the last Dividend Payment Date to the applicable Redemption Date) (the "Redemption Price"), redeem from any source of funds legally available therefor, the amount of shares of Series A Cumulative Preferred Stock outstanding on the date set forth on the Redemption Schedule attached to this Certificate. Redemption Date shall be the date on which any shares of Series A Cumulative Preferred Stock are redeemed by the Corporation. This Certificate shall be notice of this mandatory redemption on the dates specified on the Redemption Schedule, and any further notice is waived by acceptance of this Certificate. If the Corporation's records show there is more than one holder of Series A Cumulative Preferred Stock, the Corporation will effect the redemption pro rata according to the number of shares held by each holder of Series A Cumulative Preferred Stock shown on the books of the Corporation. On or before the date fixed for redemption, each holder of Series A Cumulative Preferred Stock will surrender the certificate or certificates representing the shares of Series A Cumulative Preferred Stock to the Corporation and the Redemption Price for the shares will be paid in cash on the Redemption Date to the person whose name appears on the certificate or certificates as the owner, and each surrendered certificate will be canceled and retired. In the event that less than all of the shares represented by any certificate are redeemed, a new certificate will be issued representing the unredeemed shares. Unless the Corporation defaults in the payment in full of the Redemption Price, dividends on the Series A Cumulative Preferred Stock called for redemption will cease to accumulate on the Redemption Date, and all rights of the holders of the shares redeemed will cease to have any further rights with respect to the shares on the Redemption Date, other than to receive the Redemption Price.
Common Stock Dividends If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in Shares, or make any other distribution with respect to Common Stock in Shares, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of Shares outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of Shares outstanding immediately after such dividend or distribution. This paragraph shall apply only if and to the extent that, at the time of such event, this Warrant is then exercisable for Common Stock.
Adjustment for Common Stock Dividends and Distributions If the Company, at any time or from time to time after the Original Issue Date while this Warrant remains outstanding makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 3.1(a)(ii) to reflect the actual payment of such dividend or distribution.
Stock Dividends, Splits If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the Fair Market Value shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable for the shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion.
Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.
Stock Dividends If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a) or (b)) of the Company's stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Company's stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Company's stock outstanding immediately after such dividend or distribution. The Warrantholder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.
Stock Splits, Dividends and Combinations In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.
Stock Dividends and Distributions In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Company's capital stock convertible into Common Stock, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 8.2 shall be made as of the record date for the subject stock dividend or distribution.
