Common use of Dividends and Distribution Clause in Contracts

Dividends and Distribution. (a) Subject to the rights of the holders of any shares of any series of Preferred Stock, (or any similar stock) of the Corporation ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October 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 first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after February 14, 1996 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distribution. (a) Subject In preference to the holders of Common Shares and of any outstanding junior Shares of Corporation, but subject to the prior and superior rights of the holders of any shares Shares of any series of Voting Preferred Stock, (or any similar stock) of the Corporation Shares ranking prior and superior to the Shares of Series A Voting Preferred Stock Shares with respect to dividends, the holders of shares of Series A Voting Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, Shares shall be entitled to receive, receive (when, as and if declared by the Board of Directors out of Board) from funds legally available for the purpose, quarterly dividends payable in cash on the first business days Business Day of January, April, July and October in each year (each such date being referred to referenced herein as a “"Quarterly Dividend Payment Date”", and "Business Day" meaning any day other than a Saturday, Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by law or executive order to close), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Share or fraction of a share Share of Series A Voting Preferred Stock, Shares. Such dividends shall be in an amount per share Share (rounded to the nearest cent) equal to the greater of of: (a) One Dollar ($1.00 1.00), or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share Share amount of all cash dividends, dividends and 100 times the aggregate per share Share amount (payable in kind) of all noncash non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock Share or a other subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common Stock Shares) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Share or fraction of a share Share of Series A Voting Preferred StockShares. In the event the If Corporation shall at any time shall, on or after February 14November 6, 1996 2000 (the “"Rights Declaration Date”) "), (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common StockShares, or (iii) combine the outstanding Common Stock Shares into a smaller number of sharesShares, then (in each such case case) the amount to which holders of shares of Series A Voting Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock that are Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were Shares outstanding immediately prior to such event.

Dividends and Distribution. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock, (or any similar stock) stock of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred StockStock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or on such other record date as the Board of Directors may specify), in preference to the holders of Common Stock and shares of any other class or series of stock of the Corporation ranking junior stockto the Series A Junior Participating Preferred Stock in respect thereof, 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 on the first business days last day of JanuaryMarch, AprilJune, July September and October 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 first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockStock (the “First Issuance Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 sum of (x) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and 100 (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 noncash non-cash dividends or other distributionsdistributions payable in kind as provided herein, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, or with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, since from (but not including) the first issuance of any share or fraction of a share of Series A Preferred Stock. In Quarterly Dividend Payment Date immediately preceding the event First Issuance Date; provided, that to the Corporation shall at any time after February 14, 1996 (extent the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were are entitled immediately prior to payment of such event under dividend pursuant to clause (b) of this sentence in whole or in part as a result of a non-cash dividend or distribution referred to in clause (b)(y) above, such holders will receive per share of Series A Junior Participating Preferred Stock, in lieu of the preceding sentence shall be adjusted by multiplying cash value of such non-cash dividend or distribution, an amount by a fraction of the numerator securities or other property equal to the Adjustment Number times the amount of which is the number of shares such securities or other property distributed per share of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.Stock. The “

Dividends and Distribution. (a) Subject In preference to the holders of Common Shares and of any outstanding junior Shares of Corporation, but subject to the prior and superior rights of the holders of any shares Shares of any series of Voting Preferred Stock, (or any similar stock) of the Corporation Shares ranking prior and superior to the Shares of Series A Voting Preferred Stock Shares with respect to dividends, the holders of shares of Series A Voting Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, Shares shall be entitled to receive, receive (when, as and if declared by the Board of Directors out of Board) from funds legally available for the purpose, quarterly dividends payable in cash on the first business days Business Day of January, April, July and October in each year (each such date being referred to referenced herein as a “Quarterly Dividend Payment Date”, and “Business Day” meaning any day other than a Saturday, Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by law or executive order to close), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Share or fraction of a share Share of Series A Voting Preferred Stock, Shares. Such dividends shall be in an amount per share Share (rounded to the nearest cent) equal to the greater of of: (a) One Dollar ($1.00 1.00), or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share Share amount of all cash dividends, dividends and 100 times the aggregate per share Share amount (payable in kind) of all noncash non-cash dividends or other distributions, distributions (other than a dividend payable in shares of Common Stock Share or a other subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common Stock Shares) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Share or fraction of a share Share of Series A Voting Preferred StockShares. In the event the If Corporation shall at any time shall, on or after February 14November 6, 1996 2000 (the “Rights Declaration Date”) ), (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common StockShares, or (iii) combine the outstanding Common Stock Shares into a smaller number of sharesShares, then (in each such case case) the amount to which holders of shares of Series A Voting Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock that are Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were Shares outstanding immediately prior to such event.

Dividends and Distribution. No Borrower will declare or pay any dividends (other than dividends payable solely in stock of such Borrower) on any class of its stock or the Public Parent’s stock or make any payment on account of the purchase, redemption or other retirement of any shares of such stock or any indebtedness or liability of the Public Parent or any Borrower evidenced by or related to notes, bonds, debentures or other securities or similar obligations, including the agreements, instruments and documents evidencing the Secured Subordinated Debt, or make any distribution in respect thereof, either directly or indirectly; provided, however, that so long as no Event of Default has occurred and is continuing or will occur as a result of or immediately following any such payment, (a) Subject the Borrowers may declare and pay dividends to their corporate parents that are Borrowers, (b) Global may declare and pay dividends to the rights Public Parent up to five days prior to the due date of each scheduled payment (but not prepayment) of interest under the Secured Subordinated Debt in an amount equal to such scheduled payment and (c) Global may pay dividends to the Public Parent in an amount up to $1,300,000 in the aggregate for the payment of the fees and penalties (but in no event for the payment of any amounts related to redemption) due and payable to the holders of the Secured Subordinated Debt, the holders of the Public Parent’s Series A Preferred Stock and the holders of the Public Parent’s common stock pursuant to the Registration Rights Agreements, the Public Parent’s Senior Secured Convertible Notes, each dated as of March 31, 2006, payable to the order of the holders of any shares the Secured Subordinated Debt, in the original aggregate principal amount of any series of Preferred Stock, (or any similar stock) of $30,000,000 and the Corporation ranking prior Note Securities Purchase Agreement by and superior to the Series A Preferred Stock with respect to dividends, among Global and the holders of shares of Series A Preferred Stockthe Secured Subordinated Debt, in preference so long as Global has delivered to the holders of Common Stock Lender prior written notice that such fees or penalties will be due and of any other junior stockpayable, which notice shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business days of January, April, July and October 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 first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded delivered to the nearest cent) equal Lender at least five Business Days prior to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared date on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after February 14, 1996 (the “Rights Declaration Datewhich such payment is due.”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distribution. (a) Subject In preference to the holders of Common Shares and of any other junior Shares, but subject to the prior and superior rights of the holders of any shares of any series of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, (or Series B, and any similar stock) Shares of the Corporation any other series of Voting Preferred Shares ranking prior and superior to the Series A Voting Preferred Stock Shares with respect to dividends, the holders of shares of Series A Voting Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, Shares shall be entitled to receive, when, as and if declared by the Board of Directors Board, out of funds of the Corporation legally available for the purposepayment of dividends, quarterly dividends payable in cash on the first business days Business Day of January, April, July and October in of each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”, and “Business Day” meaning any day except a Saturday, Sunday or any day on which banking institutions in the State of Ohio are authorized or obligated by law or executive order to close), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Voting Preferred Share or fraction of a share of Series A Voting Preferred StockShare, in an amount per share Share (rounded to the nearest cent) equal to the greater of (a) $1.00 1.00, or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share Share amount of all cash dividends, dividends and 100 times the aggregate per share Share amount (payable in kind) of all noncash non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock Shares since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Voting Preferred Share or fraction of a share of Series A Voting Preferred StockShare. In the event the Corporation shall at any time shall, on or after February 14October 25, 1996 2010 (the “Rights Declaration Date”) (i) ), declare or pay any dividend on the Common Stock Shares payable in shares Common Shares, or effect a subdivision, combination or consolidation of Common Stock, (ii) subdivide the outstanding Common Stock, Shares (by reclassification or (iiiotherwise than by payment of a dividend in Common Shares) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the amount to which holders of shares of Series A Voting Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock that are Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Voting Preferred Shares payable in Series A Voting Preferred Shares, or effect a subdivision, combination or consolidation of the outstanding Series A Voting Preferred Shares (by reclassification or otherwise than by payment of a dividend in Series A Voting Preferred Shares) into a greater or lesser number of Series A Voting Preferred Shares, then in each such case the amount to which holders of Series A Voting Preferred Shares were entitled immediately prior to such event under clause (b) of the first sentence of this Section 1(a) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Series A Voting Preferred Shares that were outstanding immediately prior to such event and the denominator of which is the number of Series A Voting Preferred Shares outstanding immediately after such event.