Common use of Cumulative Dividends Clause in Contracts

Cumulative Dividends. From and after the first date of issuance of any Series B Preferred Shares (the “Issuance Date”), the holders of Series B Preferred Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not declared by the Board and whether or not there are funds legally available for the payment of Dividends, in arrears at a rate of eight percent (8.0%) per annum (the “Dividend Rate”) on the Stated Value (including, without limitation, all Capitalized Dividends (as defined below) on such Series B Preferred Share) before any dividends shall be declared, set apart for or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series B Preferred Shares (such stock being referred to hereinafter collectively as “Junior Stock”). Dividends on the Series B Preferred Shares shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash upon the Series B Preferred Shares, unpaid Dividends shall accumulate as against the holders of the Junior Stock.

Cumulative Dividends. From and after The registered holders of the first date of issuance of any Series B Preferred V Special Shares (the “Issuance Date”), the holders of Series B Preferred Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not and the Company shall pay thereon as and when declared by the Board and whether or not there are funds legally available for board of directors out of the moneys of the Company properly applicable to the payment of Dividendsdividends, in arrears fixed cumulative preferential dividends at a the rate of eight percent (8.0%) per annum 3.75% in respect of the period prior to and including June [•], 2013 and 5.0% thereafter or such alternative fixed cumulative preferential dividend rate as may be determined by Unanimous Consent from time to time, provided that in no event shall the fixed cumulative preferential dividend rate exceed 3.75% in respect of the period prior to and including June [•], 2013 and 5.0% thereafter (the “Dividend Rate”) of the Paid Up Amount per share per quarter, payable quarterly on the Stated Value (includingfirst day of January, without limitationApril, all Capitalized Dividends (as defined below) on such Series B Preferred Share) before any July and October. No dividends shall at any time be declared, declared or paid on or set apart for or paid upon the Common Stock Shares or any other stock ranking on liquidation shares of the Company junior to the Series B Preferred V Special Shares (such stock being referred unless all accrued dividends up to hereinafter collectively as “Junior Stock”). Dividends and including the dividend payable pursuant to this Section 24.7(c)(i) for the last completed quarter of the Company on the Series B Preferred V Special Shares then issued and outstanding shall commence have been declared and paid at the date of such declaration or payment or setting apart. All dividends declared and paid or otherwise accruing due pursuant to this Section 24.7(c)(i) shall be declared and paid, or shall accrue, in US dollars. No interest shall be paid on the Issuance Date dividends due or accruing due pursuant to this Section 24.7(c)(i). Upon the occurrence and during the continuance of an Event of Default the Dividend Rate shall be computed on 5%, provided that upon the basis of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by occurrence or during the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount continuance of any accrued Event of Default from and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”)after June [•], and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise2013, the Dividend Rate shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue 6.25%, whether or not declared the particular Event of Default occurred prior to June [•], 2013, provided that the said dividend rate applicable upon the occurrence and whether or not in any fiscal year there during the continuance of an Event of Default shall be net profits or surplus available for such alternative rate as may be determined by Unanimous Consent from time to time provided further that in no event shall the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash fixed cumulative preferential dividend rate applicable upon the Series B Preferred Shares, unpaid Dividends shall accumulate as against occurrence and during the holders continuance of an Event of Default exceed 5% in respect of the Junior Stockperiod prior to and including June [•], 2013 and 6.25% thereafter; provided further that in the event that the Dividend Rate increases pursuant to this provision as a result of the occurrence of an Event of Default and the Event of Default continues for less than 6 months, the increased rate shall remain in place for a period of 6 months following the first occurrence of the relevant Event of Default, notwithstanding that the relevant Event of Default is no longer continuing.

Cumulative Dividends. From and after Dividends on the first date of issuance of any Series B A Preferred Shares (the “Issuance Date”), the holders of Series B Preferred Shares (each, a “Holder” and collectively, the “Holders”) Stock shall be entitled to receive cumulative and shall cumulate and accrue on a daily basis, without interest, at the rate of $5.00 per share per annum commencing December 3, 1997 and until December 31, 2002. Thereafter, dividends (“Dividends”) on the Series A Preferred Stock shall cumulate and accrue on a daily basis, without interest, at the rate of $20.00 per share per annum. The cumulation and accrual of dividends on the Series B A Preferred Share Stock shall occur regardless of whether or not declared by the Board and whether or not there are Corporation shall have funds legally available for the payment of Dividendsdividends. The holders of the Series A Preferred Stock shall be entitled to receive, in arrears when and as declared by the Board of Directors, out of funds legally available for such purpose, cumulative dividends at a rate of eight percent (8.0%) per annum (the “Dividend Rate”) on the Stated Value (includingrates specified above and no more. In no event, without limitationas long as any Series A Preferred Stock shall remain outstanding, all Capitalized Dividends (as defined below) on such shall any dividend whatsoever be declared or paid upon any Series B Preferred Share) before any Stock unless, prior to or simultaneously with such declaration and payment, pro rata dividends shall be declaredhave been or are declared and paid on all outstanding shares of Series A Preferred Stock so that the aggregate, set apart for or cumulative dividends paid upon the Common Stock or any other stock ranking on liquidation junior to the Series B Preferred Shares (such stock being referred to hereinafter collectively as “Junior Stock”). Dividends on the Series B Preferred Shares shall commence accruing Stock are not greater, on a pro rata basis, than the aggregate cumulative dividends paid on the Issuance Date and Series A Preferred Stock. In no event, so long as any Series A Preferred Stock shall remain outstanding, shall any dividend whatsoever be computed on declared or paid upon, nor shall any distribution be made upon, any Common Stock, other than a dividend or distribution payable in shares of Common Stock, nor (without the basis written consent of a 365-day year and actual days elapsed. Dividends the holders of 80% of the outstanding shares of Series A Preferred Stock) shall any shares of Common Stock be payable (a) in cash when, as and if declared purchased or redeemed by the BoardCorporation, in arrears nor shall any moneys be paid to or made available for each Calendar Quarter on a sinking fund for the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount purchase or redemption of any Common Stock, unless in each instance cumulative dividends accrued and unpaid Dividends will be automatically on all outstanding shares of the Series A Preferred Stock for all past dividend periods shall have been paid in full and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion arrearage in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder redemption of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B A Preferred Shares Stock shall be cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash upon the Series B Preferred Shares, unpaid Dividends shall accumulate as against the holders of the Junior Stockhave been made good.

Cumulative Dividends. From The holders of shares of Series A Preferred Stock and after the first date of issuance of any Series B Preferred Shares (the “Issuance Date”), the holders of Series B Preferred Shares (each, a “Holder” and collectively, the “Holders”) Stock shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not declared by the Board and whether or not there are receive, on April 30th of each year beginning April 30, 2000, out of funds legally available for such purposes, cash dividends at the payment of Dividends, in arrears at a rate of eight percent (8.0%x) $50.00 per share per annum on April 30, 2000 and (y) $75.00 per share per annum thereafter, and no more, payable (as determined from time to time by the “Dividend Rate”Board of Directors) on each share of Preferred Stock that shall then be outstanding (each annual period ended April 30th being referred to for the Stated Value (including, without limitation, all Capitalized Dividends (purposes of this subdivision I as defined below) on such Series B Preferred Share) before any a "Dividend Period"). Such dividends shall be declared, cumulative (so that if for any Dividend Period such dividends are not paid or declared and set apart for therefore, the deficiency shall be paid, in whole or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series B Preferred Shares in part (such stock being referred to hereinafter collectively as “Junior Stock”without interest). Dividends , on the Series B Preferred Shares shall commence accruing next succeeding dividend payment date on which the Issuance Date Corporation has any funds legally available therefore) and shall be computed on accrue from and after the basis date of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue issue whether or not declared and whether or not in there are any fiscal year there shall be net profits or surplus funds of the Corporation legally available for the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are dividends. Accrued but unpaid dividends shall not paid in cash upon bear interest. The Board of Directors of the Corporation may fix a record date for the determination of holders of Series A Preferred Stock and Series B Preferred SharesStock entitled to receive payment of a dividend declared thereon, unpaid Dividends which record date shall accumulate be no more than 60 days prior to the date fixed for the payment thereof. As long as against any shares of Preferred Stock shall remain outstanding, in no event (without the written consent of the holders of a majority of the Junior outstanding Preferred Stock) shall any dividend whatsoever by paid upon, nor any distribution be made upon, any shares of Class A Common Stock or Common Stock, other than a dividend or distribution payable in shares of Class A Common Stock or Common Stock, as the case may be, nor except for the repurchase of shares (x) from participants under any stock option plans approved by a majority of the Board of Directors of the Corporation and (y) pursuant to employment agreements or stock purchase agreements with employees approved by the Board of Directors of the Corporation, shall any shares of Class A Common or Common Stock be purchased or redeemed by the Corporation, nor shall any moneys be paid to or made available for a sinking fund for the purchase or redemption of shares of any Class A Common Stock or Common Stock, unless, in each such case, accrued and unpaid dividends on all outstanding shares of Preferred Stock for all prior Quarterly Payment Dates and Dividend Periods shall have been declared and paid in full and the full dividend on all outstanding shares of Preferred Stock for the then-current Quarterly Payment Date and Dividend Period shall have been paid or declared and sufficient funds for the payment thereof set apart, and any arrears or defaults in any redemption of shares of Preferred Stock shall have been cured. In the event that the Corporation shall at any time pay a dividend on the Class A Common Stock or Common Stock (other than a dividend payable solely in shares of Class A Common Stock or Common Stock) in accordance with this paragraph, it shall, at the same time, pay to each holder of Series C Preferred Stock (in addition to any payment such holder is entitled to receive pursuant to this paragraph 1), a dividend equal to the dividend that would have been payable to such holder if the shares of Series C Preferred Stock held by such holder had been converted into Class A Common Stock or Common Stock, as the case may be, on the date of determination of holder of Class A Common Stock or Common Stock entitled to receive such dividend.

Cumulative Dividends. From The holders of shares of Series A Preferred Stock and after the first date of issuance of any Series B Preferred Shares (the “Issuance Date”), the holders of Series B Preferred Shares (each, a “Holder” and collectively, the “Holders”) Stock shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not declared by the Board and whether or not there are receive, on April 30th of each year beginning April 30, 2000, out of funds legally available for such purpose, cash dividends at the payment of Dividends, in arrears at a rate of eight percent (8.0%x) $50.00 per share per annum on April 30, 2000 arid (y) $75.00 per share per annum thereafter, and no more, payable (as determined from time to time by the “Dividend Rate”Board of Directors) on each share of Preferred Stock that shall then be outstanding (each annual period ended April 30th being referred to for the Stated Value (including, without limitation, all Capitalized Dividends (purposes of this subdivision I as defined below) on such Series B Preferred Share) before any a "Dividend Period"). Such dividends shall be declared, cumulative (so that if for any Dividend Period such dividends are not paid or declared and set apart for therefor, the deficiency shall be paid, in whole or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series B Preferred Shares in part (such stock being referred to hereinafter collectively as “Junior Stock”without interest). Dividends , on the Series B Preferred Shares shall commence accruing next succeeding dividend payment date on which the Issuance Date Corporation has any funds legally available therefor) and shall be computed on accrue from and after the basis date of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue issue whether or not declared and whether or not in there are any fiscal year there shall be net profits or surplus funds of the Corporation legally available for the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are dividends. Accrued but unpaid dividends shall not paid in cash upon bear interest. The Board of Directors of the Corporation may fix a record date for the determination of holders of Series A Preferred Stock and Series B Preferred SharesStock entitled to receive payment of a dividend declared thereon, unpaid Dividends which record date shall accumulate be no more than 60 days prior to the date fixed for the payment thereof As long as against any shares of Preferred Stock shall remain outstanding, in no event (without the written consent of the holders of a majority of the Junior outstanding Preferred Stock) shall any dividend whatsoever be paid upon, nor any distribution be made upon, any shares of Class A Common Stock, Class B Common Stock or Common Stock, other than a dividend or distribution payable in shares of Class A Common Stock, Class B Common Stock or Common Stock, as the case may be, nor except for the repurchase of shares (x) from participants under any stock option plans approved by a majority of the Board of Directors of the Corporation, (y) pursuant to employment agreements or stock purchase agreements with employees approved by the Board of Directors of the Corporation, and (z) of Class B Common Stock pursuant to the Stockholders Agreement dated as of September 26, 2000, by and among Health Dream Team, S.C., the Corporation and United Surgical Partners Europe, S.L., as such may be amended from time to time in accordance with the terms thereof (the "Stockholders Agreement"), shall any shares of Class A Common Stock, Class B Common Stock or Common Stock be purchased or redeemed by the Corporation, nor shall any moneys be paid to or made available for a sinking fund for the purchase or redemption of shares of any Class A Common Stock, Class B Common Stock or Common Stock, unless, in each such case, accrued and unpaid dividends on all outstanding shares of Preferred Stock for all prior Quarterly Payment Dates and Dividend Periods shall have been declared and paid in full and the full dividend on all outstanding shares of Preferred Stock for the then-current Quarterly Payment Date and Dividend Period shall have been paid or declared and sufficient funds for the payment thereof set apart, and any arrears or defaults in any redemption of shares of Preferred Stock shall have been cured. In the event that the Corporation shall at any time pay a dividend on the Class A Common Stock or Common Stock (other than a dividend payable solely in shares of Class A Common Stock or Common Stock) in accordance with this paragraph, it shall, at the same time, pay to each holder of Series C Preferred Stock (in addition to any payment such holder is entitled to receive pursuant to this paragraph 1), a dividend equal to the dividend that would have been payable to such holder if the shares of Series C Preferred Stock held by such holder had been converted into Class A Common Stock or Common Stock, as the case may be, on the date of determination of holders of Class A Common Stock or Common Stock entitled to receive such dividend.

Cumulative Dividends. From and after the first date of issuance of any Series B Preferred Shares (the “Issuance Date”), the The holders of Series B shares of Preferred Shares (each, a “Holder” and collectively, the “Holders”) Stock shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not declared by the Board and whether or not there are receive, on April 30th of each year beginning April 30, 2000, out of funds legally available for such purpose, cash dividends at the payment of Dividends, in arrears at a rate of eight percent (8.0%x) $50.00 per share per annum on April 30, 2000 and (y) $75.00 per share per annum thereafter, and no more, payable (as determined from time to time by the “Dividend Rate”Board of Directors) on each share of Preferred Stock that shall then be outstanding (each annual period ended April 30th being referred to for the Stated Value (including, without limitation, all Capitalized Dividends (purposes of this subdivision I as defined below) on such Series B Preferred Share) before any a "Dividend Period"). Such dividends shall be declared, cumulative (so that if for any Dividend Period such dividends are not paid or declared and set apart for therefore, the deficiency shall be paid, in whole or paid upon in part (without declared and set apart therefore, the Common Stock deficiency shall be paid, in whole or any other stock ranking on liquidation junior to the Series B Preferred Shares in part (such stock being referred to hereinafter collectively as “Junior Stock”without interest). Dividends , on the Series B Preferred Shares shall commence accruing next succeeding dividend payment date on which the Issuance Date Corporation has any fund legally available therefore) and shall be computed on accrue from and after the basis date of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue issue whether or not declared and whether or not in there are any fiscal year there shall be net profits or surplus funds of the Corporation legally available for the payment of Dividends dividends. Accrued but unpaid dividends shall not bear interest. The Board of Directors of the Corporation may fix a record date for the determination of holders of Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. As long as any shares of Preferred Stock shall remain outstanding in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash upon no event (without the Series B Preferred Shares, unpaid Dividends shall accumulate as against written consent of the holders of a majority of the Junior outstanding Preferred Stock) shall any dividend whatsoever be paid upon, nor any distribution be made upon any share of Class A Common Stock or Common Stock, other than a dividend or distribution payable in shares of Common Stock, nor except for the repurchase of shares (x) from participants under any stock option plans approved by a majority of the Board of Directors of the Corporation and (y) pursuant to the Amended and Restated Stockholders Agreement dated April 30, 1998 (as amended) among the Corporation and the stockholders named therein, shall nay shares of Class A Common or Common Stock be purchased or redeemed by the Corporation, nor shall any moneys be paid to or made available for a sinking fund for the purchase or redemption of shares of any Class A Common Stock or Common Stick, unless, in each such case, accrued and unpaid dividends on all outstanding shares of Preferred Stock for all prior Dividend Periods shall have been declared and paid in full and the full dividend on all outstanding shares of Preferred stock for the then-current Dividend Period shall have been paid or declared and sufficient funds for the payment thereof set apart, and any arrears or defaults in any redemption of shares of Preferred Stock shall have been cured.

Cumulative Dividends. From and after the first date of issuance of any Series B Preferred Shares (the “Issuance Date”), the The holders of Series B shares of Preferred Shares (each, a “Holder” and collectively, the “Holders”) Stock shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share whether or not declared by the Board and whether or not there are receive, on April 30th of each year beginning April 30, 2000, out of funds legally available for such purpose, cash dividends at the payment of Dividends, in arrears at a rate of eight percent (8.0%x) $50.00 per share per annum on April 30, 2000 and (y) $75.00 per share per annum thereafter, and no more, payable (as determined from time to time by the “Dividend Rate”Board of Directors) on each share of Preferred Stock that shall then be outstanding (each annual period ended April 30th being referred to for the Stated Value (including, without limitation, all Capitalized Dividends (purposes of this subdivision I as defined below) on such Series B Preferred Share) before any a "Dividend Period"). Such dividends shall be declared, cumulative (so that if for any Dividend Period such dividends are not paid or declared and set apart for therefor, the deficiency shall be paid, in whole or paid upon the Common Stock or any other stock ranking on liquidation junior to the Series B Preferred Shares in part (such stock being referred to hereinafter collectively as “Junior Stock”without interest). Dividends , on the Series B Preferred Shares shall commence accruing next succeeding dividend payment date on which the Issuance Date Corporation has any funds legally available therefor) and shall be computed on accrue from and after the basis date of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue issue whether or not declared and whether or not in there are any fiscal year there shall be net profits or surplus funds of the Corporation legally available for the payment of Dividends dividends. Accrued but unpaid dividends shall not bear interest. The Board of Directors of the Corporation may fix a record date for the determination of holders of Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. As long as any shares of Preferred Stock shall remain outstanding, in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash upon no event (without the Series B Preferred Shares, unpaid Dividends shall accumulate as against written consent of the holders of a majority of the Junior outstanding Preferred Stock) shall any dividend whatsoever be paid upon, nor any distribution be made upon, any shares of Class A Common Stock or Common Stock, other than a dividend or distribution payable in shares of Common Stock, nor except for the repurchase of shares (x) from participants under any stock option plans approved by a majority of the Board of Directors of the Corporation and (y) pursuant to the Amended and Restated Stockholders Agreement dated on or about April 30, 1998 among the Corporation and the stockholders named therein, shall any shares of Class A Common or Common Stock be purchased or redeemed by the Corporation, nor shall any moneys be paid to or made available for a sinking fund for the purchase or redemption of shares of any Class A Common Stock or Common Stock, unless, in each such case, accrued and unpaid dividends on all outstanding shares of Preferred Stock for all prior Dividend Periods shall have been declared and paid in full and the full dividend on all outstanding shares of Preferred Stock for the then-current Dividend Period shall have been paid or declared and sufficient funds for the payment thereof set apart, and any arrears or defaults in any redemption of shares of Preferred Stock shall have been cured.

Cumulative Dividends. From and after Dividends on the first date of issuance of any Series B Preferred Shares Stock shall be cumulative and shall cumulate and accrue on a daily basis, without interest, and, except as provided to the contrary in this Section 2.1, at the rate of $8.00 per share per annum commencing December 3, 1999 and until December 31, 2002. Thereafter, dividends on the Series B Preferred Stock shall cumulate and accrue on a daily basis, without interest, at the rate of $20.00 per share per annum. If a Restructuring Event occurs, (i) the “Issuance Date”)Corporation shall, not later than 30 days prior to the effective date of such Restructuring Event, give notice thereof to the holders of Series B Preferred Shares Stock, and (eachii) from and after the effective date of such Restructuring Event, a “Holder” and collectively, dividends on the “Holders”) shall be entitled to receive dividends (“Dividends”) per Series B Preferred Share Stock shall cumulate and accrue on a daily basis, without interest, at the rate of $20.00 per share per annum. The cumulation and accrual of dividends on the Series B Preferred Stock shall occur regardless of whether or not declared by the Board and whether or not there are Corporation shall have funds legally available for the payment of Dividendsdividends. In no event, in arrears at a rate of eight percent (8.0%) per annum (the “Dividend Rate”) on the Stated Value (including, without limitation, all Capitalized Dividends (so long as defined below) on such any Series B Preferred Share) before Stock shall remain outstanding, shall any dividends shall dividend whatsoever be declared, set apart for declared or paid upon upon, nor shall any distribution be made upon, any Common Stock, other than a dividend or distribution payable in shares of Common Stock, nor (without the written consent of the holders of 80% of the outstanding shares of Series B Preferred Stock) shall any shares of Common Stock be purchased or redeemed by the Corporation, nor shall any other stock ranking moneys be paid to or made available for a sinking fund for the purchase or redemption of any Common Stock, unless in each instance cumulative dividends accrued and unpaid on liquidation junior to all outstanding shares of the Series B Preferred Shares (such stock being referred to hereinafter collectively as “Junior Stock”). Dividends on Stock for all past dividend periods shall have been paid in full and any arrearage in the redemption of the Series B Preferred Shares Stock shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable (a) in cash when, as and if declared by the Board, in arrears for each Calendar Quarter on the first (1st) Business Day of each succeeding Calendar Quarter and upon a Liquidation Event (any Dividends so paid in cash “Cash Dividends”); provided, however, that to the extent that any Dividends are not declared by the Board and paid in cash on any such date then the amount of any accrued and unpaid Dividends will be automatically and without any further action by the Board be added to the Stated Value of each Series B Preferred Share as of such Dividend Date (as defined below) (the “Capitalized Dividends”), and (b) on each Conversion Date following the Issuance Date by inclusion in the applicable Conversion Amount (each such date, a “Dividend Date”). The Company shall deliver a written notice to each Holder of Series B Preferred Shares no later than ten (10) Business Days prior to the applicable Dividend Date if the Dividend is to be paid as a Cash Dividend. Otherwise, the Dividend shall be required to be a Capitalized Dividend. Dividends on the Series B Preferred Shares shall be cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of Dividends in such fiscal year, so that if in any fiscal year or years, Dividends in whole or in part are not paid in cash upon the Series B Preferred Shares, unpaid Dividends shall accumulate as against the holders of the Junior Stockhave been made good.