Common use of Dividends and Distribution Clause in Contracts

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation ranking prior and superior to the Series B Junior Preferred Stock with respect to dividends, the holders of shares of Series B Junior Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify), in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series B Junior Preferred Stock in respect thereof, and on a pari passu basis with the Series A Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior Preferred Stock”) and the Series C Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C Junior Preferred Stock,” and collectively with the Series A Preferred Stock and Series B Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of March, June, September and December, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which a share or fraction of a share of Series B Preferred Stock is first outstanding (the “First Issuance Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $10.00 and (ii) the sum of (x) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series B Common Stock or a subdivision of the outstanding shares of Series B Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders of shares of Series B Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole or in part as a result of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B Common Stock. The “

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation ranking prior and superior to the shares of Series B Junior A Preferred Stock with respect to dividends, the holders of shares of Series B Junior A Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify)Stock, in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series B Junior A Preferred Stock in respect thereof, and on a pari passu basis with the Series A B Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior B Preferred Stock”) and the Series C Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C Junior Preferred Stock,” ”, and collectively with the Series A Preferred Stock and Series B Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of March, June, September and December, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which first issuance of a share or fraction of a share of Series B A Preferred Stock is first outstanding (the “First Issuance Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $10.00 and or (ii) the sum of (xb) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series B A Common Stock or a subdivision of the outstanding shares of Series B A Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B A Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) since the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders first issuance of shares of Series B Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole any share or in part as a result fraction of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B A Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B Common Stock. The “

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation Company ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify)Stock, in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established Company ranking junior to the Series B Junior Participating Preferred Stock in respect thereof, and on a pari passu basis with the Series A Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior Preferred Stock”) and the Series C Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C Junior Preferred Stock,” and collectively with the Series A Preferred Stock and Series B Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last 15th day of MarchJanuary, JuneApril, September July and DecemberOctober, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock is first outstanding (the “First Issuance Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $10.00 and (ii) the sum of (xb) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series the Class B Common Stock, par value $0.01, of the Company (the “Class B Common Stock”) declared on the Class B Common Stock or on shares of the Class A Common Stock, par value $0.01, of the Company (the “Class A Common Stock”) or a subdivision of the outstanding shares of Series Class B Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) since the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders first issuance of shares any share or fraction of a share of Series B Junior Participating Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole or in part as a result of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B Common Stock. The “Adjustment Number” shall initially be 1000. In the event the Company shall at any time after December 9, 1998 (i) declare and pay any dividend on Class B Common Stock or Class A Common Stock payable in shares of Class B Common Stock, (ii) subdivide the outstanding Class B Common Stock or (iii) combine the outstanding Class B Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class B Common Stock that were outstanding immediately prior to such event. For purposes of paragraph (A) of this Section 2, shares of Class B Common Stock declared as a dividend with respect to shares of Class A Common Stock shall not be deemed outstanding immediately following the occurrence of such event.

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation ranking prior and superior to the Series B A Junior Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify), in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series B A Junior Preferred Stock in respect thereof, and on a pari passu basis with the Series A B Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A B Junior Preferred Stock”) and the Series C Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C Junior Preferred Stock,” ”, and collectively with the Series A Junior Preferred Stock and Series B Junior Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of March, June, September and December, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which a share or fraction of a share of Series B A Junior Preferred Stock is first outstanding (the “First Issuance Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $10.00 and (ii) the sum of (x) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series B A Common Stock or a subdivision of the outstanding shares of Series B A Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B A Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders of shares of Series B A Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole or in part as a result of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B A Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B A Common Stock. The “

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation ranking prior and superior to the Series B C Junior Preferred Stock with respect to dividends, the holders of shares of Series B C Junior Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify), in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series B C Junior Preferred Stock in respect thereof, and on a pari passu basis with the Series A Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior Preferred Stock”) and the Series C B Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C B Junior Preferred Stock,” and collectively with the Series A Junior Preferred Stock and Series B C Junior Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of March, June, September and December, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which a share or fraction of a share of Series B C Junior Preferred Stock is first outstanding (the “First Issuance Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (i) $10.00 and (ii) the sum of (x) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series B C Common Stock or a subdivision of the outstanding shares of Series B C Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B C Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders of shares of Series B C Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole or in part as a result of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B C Junior Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B C Common Stock. The “

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of capital stock of the Corporation ranking prior and superior to the shares of Series B Junior C Preferred Stock with respect to dividends, the holders of shares of Series B Junior C Preferred Stock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify)Stock, in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series B Junior C Preferred Stock in respect thereof, and on a pari passu basis with the Series A Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior Preferred Stock”) and the Series C B Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series C Junior B Preferred Stock,” and collectively with the Series A Preferred Stock and Series B C Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of March, June, September and December, in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the date upon which first issuance of a share or fraction of a share of Series B C Preferred Stock is first outstanding (the “First Issuance Date”)Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $10.00 and or (ii) the sum of (xb) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series B C Common Stock or a subdivision of the outstanding shares of Series B C Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series B C Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, from (but not including) since the Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders first issuance of shares of Series B Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole any share or in part as a result fraction of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series B C Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series B Common Stock. The “