Common use of Participating Dividends Clause in Contracts

Participating Dividends. (i) In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive as additional dividends (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions); provided, however, that notwithstanding the foregoing, if the Company declares and pays a dividend or makes a distribution on the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend shall be payable in respect of the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply. (ii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock is paid to the holders of Common Stock and no such dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Participating Dividends. (i) In the event any dividends are Each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series A Preferred Stock as of the record date established by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividend dividends or other distribution on the Common Stock shall be entitled Class A Shares, without giving effect to receive as additional dividends the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)disregarding any rounding for fractional amounts; provided, however, that notwithstanding the foregoingabove, if the Company declares and pays a dividend holders of Convertible Preference Shares shall not be entitled to receive any dividends or makes a distribution on distributions for which an adjustment to the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend Conversion Price (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable in respect of to the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of Convertible Preference Shares as a majority result of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends this proviso shall not be deemed to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall applyParticipating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividend dividends or other distribution distributions on the Common Stock is Class A Shares are paid to the holders of Common Stock Class A Shares and no such are payable to holders of record of Convertible Preference Shares on the record date for the corresponding dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series Class A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred StockShares.

Participating Dividends. (i) In Each holder of issued and outstanding Series A Preferred Stock will be entitled to receive, when, as and if declared by the event any Board, out of funds legally available for the payment of dividends are declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of for each share of Series A Preferred Stock as Stock, dividends of the record date established by the Board for such dividend same type as any dividends or distribution other distribution, whether in cash, in kind or in other property, payable or to be made on the outstanding shares of Common Stock shall be entitled to receive as additional dividends (the “Participating Dividends”) Stock, in an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the such dividends or distributions that such holder other distribution as would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution be made on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of could be converted on the applicable record date for such date (assuming such conversion was made pursuant to Section 5(a)dividends or other distribution on the Common Stock, without giving effect to the Conversion Restrictionslimitations set forth in SECTION 5(b) (the “Participating Dividends”); provided, however, that notwithstanding the foregoingabove, if the Company declares and pays a dividend or makes a distribution on the Common Stock consisting in whole or in part holders of Common Stock, then no such Participating Dividend shall be payable in respect of the Series A Preferred Stock on account of shall not be entitled to receive any dividends or distributions for which an adjustment to the portion of Conversion Price shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividend dividends or distribution on distributions that are not payable to the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends as a result of this proviso shall not be deemed to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall applyParticipating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock is paid to the holders of Common Stock and are payable to holders of record of Series A Preferred Stock on the record date for the corresponding dividend or distribution on the Common Stock; provided, however, that no such dividend or distribution on Common Stock shall be made to holders of the Common Stock unless and until (A) all accrued and unpaid Regular Dividends and Additional Dividends (other than Regular Dividends accruing pursuant to SECTION 2(a)(i) in respect of the applicable Dividend Period in which the Participating Dividend is paid) have been paid in full amount of and (B) the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred StockSECTION 2(b)(ii) hereof.

Participating Dividends. (i) In Each holder of issued and outstanding Series C Preferred Stock will be entitled to receive, when, as and if declared by the event any Board, out of funds legally available for the payment of dividends are declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of for each share of Series A C Preferred Stock, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding shares of Common Stock (or Reference Property, to the extent applicable), in an amount equal to the amount of such dividends or other distribution as would be made on the largest number of shares of Common Stock (or Reference Property, to the extent applicable) into which such share of Series C Preferred Stock as of could be converted on the applicable record date established by the Board for such dividend dividends or other distribution on the Common Stock shall be entitled (or Reference Property, to receive as additional dividends the extent applicable), assuming such converted shares of Common Stock (or Reference Property, to the extent applicable) were outstanding on the applicable record date for such dividend or other distribution and without giving effect to the limitations set forth in SECTION 5(b) (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions); provided, however, that notwithstanding the foregoingabove, if the Company declares and pays a dividend holders of Series C Preferred Stock shall not be entitled to receive any dividends or makes a distribution on distributions for which an adjustment to the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend Conversion Price shall be made pursuant to SECTION 5(f)(i)(A) (and such dividends or distributions that are not payable in respect to the holders of the Series A C Preferred Stock on account as a result of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) this proviso shall applynot be deemed to be Participating Dividends); provided, further, however, that if notwithstanding the above, the holders of a majority of the Series A C Preferred Stock then outstanding waive the right shall not be entitled to receive any dividends or distributions of Rights if, following the occurrence of a Distribution Date in respect of such Participating Dividends Rights, an adjustment to the Conversion Price would be made pursuant to SECTION 5(f)(ii) (assuming, for purposes of this SECTION 2(a), that the holder of such shares of Series C Preferred Stock were not an Acquiring Person or an Affiliate (as defined in the Company Rights Plan or its comparable term/provision under any successor or substitute shareholder rights plan) or an Associate (as defined in the Company Rights Plan or its comparable term/provision under any successor or substitute shareholder rights plan) of such Acquiring Person)(and such dividends or distributions that are not payable to the holders of Series C Preferred Stock as a result of this proviso shall not be deemed to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall applyParticipating Dividends). (iii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock (or Reference Property, to the extent applicable) is paid to the holders of Common Stock and (or Reference Property, to the extent applicable); provided, however, that no such dividend or distribution on Common Stock (or Reference Property, to the extent applicable) shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to this Section 2(bSECTION 2(a)(i). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Participating Dividends. (i) In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Each holder of issued and outstanding shares of Series 8 Convertible Preferred Stock (which dividends the “Series 8 Convertible Preferred Shares”) will be entitled to receive, when, as and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series A Preferred Stock as of the record date established if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Series 8 Convertible Preferred Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding shares of Class A Common Stock of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Series 8 Convertible Preferred Shares could be converted on the applicable record date for such dividend dividends or other distribution on the Common Stock shall be entitled Class A Shares, without giving effect to receive as additional dividends the limitations set forth in SECTION 6(b) after aggregating all shares held by the same holder (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)disregarding any rounding for fractional amounts; provided, however, that notwithstanding the foregoingabove, if the Company declares and pays a dividend holders of Series 8 Convertible Preferred Shares shall not be entitled to receive any dividends or makes a distribution on distributions for which an adjustment to the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend Conversion Price (as defined below) shall be made pursuant to SECTION 6(f)(i)(A) or SECTION 6(f)(ii) (and such dividends or distributions that are not payable in respect of to the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of Series 8 Convertible Preferred Shares as a majority result of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends this proviso shall not be deemed to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall applyParticipating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividend dividends or other distribution distributions on the Common Stock is Class A Shares are paid to the holders of Common Stock Class A Shares and no such are payable to holders of record of Series 8 Convertible Preferred Shares on the record date for the corresponding dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series Class A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred StockShares.

Participating Dividends. From and after the Issuance Date, the Holders on the record date fixed for holders of Common Shares for dividends or distributions (i) In or, in the event any no such date is fixed prior to the Preferential Dividend Record Date, on the Preferential Dividend Record Date) shall be entitled to receive, to the fullest extent permitted by law and out of funds lawfully available therefor, concurrently with the payment of regular quarterly cash dividends (or, in the event no such regular quarterly cash dividends are declared made, on the Preferential Dividend Date) paid to the holders of Common Shares, the greater of (A) such regular quarterly cash dividends paid to the holders of Common Shares to the same extent as if such Holders had converted the Series A Preferred Shares into Common Shares (without regard to any limitations on conversion) and had held such Common Shares on such record date and (B) US$0.27 (as adjusted for any share dividend, share split, share combination, reclassification or paid or any other distribution is made on or with respect similar transaction relating to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), Shares occurring after the holders Subscription Date) per Common Share issuable upon conversion of each share of the Series A Preferred Stock as of Shares pursuant to Section 6(a) on the applicable record date established by the Board for payment of such dividend or distribution (without regard to any limitations on conversion) (the Common Stock "Participating Dividends" and together with the Preferential Dividends, the "Dividends"). For the avoidance of doubt, Holders shall be entitled to receive as additional dividends (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (fullest extent permitted by law and out of funds lawfully available therefor the Participating Dividend set forth in the formSection 5(b)(B) each Calendar Quarter regardless of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such whether a regular quarterly cash dividend or distribution is declared on the Common Stock into Shares. Notwithstanding anything to the number of shares contrary set forth in this Section 5(b), in no event shall the Participating Dividend include any special cash dividend payable to the holders of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date Shares, including the special cash dividend, if any, to be declared and paid in connection with the transactions contemplated by the Merger Agreement (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions"IAA Special Dividend"); provided, however, for the avoidance of doubt, that notwithstanding the foregoingspecial cash dividends, if the Company declares and pays a dividend or makes a distribution on the Common Stock consisting in whole or in part of Common Stockincluding, then no such Participating Dividend shall be payable in respect of the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereofwithout limitation, the anti-dilution adjustment IAA Special Dividend, shall adjust the Conversion Rate in accordance with Section 5(d)(i) shall apply; provided, further, that if holders of a majority of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply7(a)(iii). (ii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock is paid to the holders of Common Stock and no such dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Participating Dividends. (i) In the event any dividends are Each holder of issued and outstanding Series 6 Preferred Shares will be entitled to receive, when, as and if declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series A Preferred Stock as of the record date established by the Board of Directors, out of funds legally available for the payment of dividends for each Series 6 Preferred Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Series 6 Preferred Shares could be converted on the applicable record date for such dividend dividends or other distribution on the Common Stock shall be entitled Class A Shares, without giving effect to receive as additional dividends the limitations set forth in SECTION 6(b) after aggregating all shares held by the same holder (the “Participating Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)disregarding any rounding for fractional amounts; provided, however, that notwithstanding the foregoingabove, if the Company declares and pays a dividend holders of Series 6 Preferred Shares shall not be entitled to receive any dividends or makes a distribution on distributions for which an adjustment to the Common Stock consisting in whole or in part of Common Stock, then no such Participating Dividend Conversion Price (as defined below) shall be made pursuant to SECTION 6(f)(i)(A) or SECTION 6(f)(ii) (and such dividends or distributions that are not payable in respect of to the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of Series 6 Preferred Shares as a majority result of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends this proviso shall not be deemed to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall applyParticipating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividend dividends or other distribution distributions on the Common Stock is Class A Shares are paid to the holders of Common Stock Class A Shares and no such are payable to holders of record of Series 6 Preferred Shares on the record date for the corresponding dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series Class A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred StockShares.

Participating Dividends. If the Board of Directors, or a duly authorized committee of the Board of Directors, declares and pays a cash dividend in respect of Class A Common Stock or any other dividend or distribution in respect of Class A Common Stock for which no adjustment in the Conversion Rate is required to be made pursuant to Section 9 (other than Section 9(d)) or Section 10 (other than a distribution of rights issued pursuant to a stockholders’ rights plan (in which event the provisions of Section 9(h) shall apply), then the Board of Directors, or a duly authorized committee of the Board of Directors, shall declare and pay to the Holders of the Series A-1 Preferred Stock, on the same dates on which such cash dividend (or other dividend or distribution) is declared or paid, as applicable, on the Class A Common Stock, a dividend or distribution in the same form and in an amount per share of Series A-1 Preferred Stock equal to the product of (i) In the event any dividends are per share dividend or distribution declared or and paid or any other distribution is made on or with in respect to the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series Class A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive as additional dividends and (the “Participating Dividends”ii) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Class A Common Stock into which such share of Series A A-1 Preferred Stock would have been is then convertible as of on the Record Date for such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)dividend or distribution6; provided, however, that notwithstanding the foregoing, if the Company declares and pays a (x) until such dividend or makes a distribution (and each other dividend or distribution declared or (to the extent the applicable Dividend Payment Date has occurred) accrued on the Common Stock consisting in whole or in part of Common Series A-1 Preferred Stock, then no such Participating Dividend shall be payable including under Section 4.1(b)) has been paid in full in respect of Series A-1 Preferred Stock, the Series A Preferred Stock on account of the portion Company may not make any payment of such dividend or distribution on the Common Stock with respect to any class or series of capital stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority of ranks junior to the Series A A-1 Preferred Stock then outstanding waive the right with respect to receive such Participating Dividends to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply. dividend rights and (ii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock is paid to the holders of Common Stock and no such dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paidy) to the holders of extent that the Company declares a dividend on the Series A A-1 Preferred Stock pursuant to this Section 2(b). Prior to declaring and any dividend class or making any distribution series of capital stock that ranks on or parity with the Series A-1 Preferred Stock with respect to shares dividend rights but does not make the full payment of Common Stocksuch declared dividends, the Company shall take all prior corporate actions necessary to authorize allocate the issuance of any securities payable as dividend payments on a dividend in respect pro rata basis among the Holders of the Series A-1 Preferred Stock and the holders of any class or series of capital stock that ranks on parity with the Series A-1 Preferred Stock with respect to dividend rights. No cash dividend (or any other dividend or distribution for which no adjustment to the Conversion Rate is required to be made pursuant to Section 9 or Section 10 (other than a 6 Note to Draft: [This and other as-converted amounts in the Series A-2 Certificate will take into account the number of shares of Class A Common Stock into which the number of shares of Series A-1 Preferred Stock underlying such Series A-2 Preferred Stock is then convertible (assuming for this purpose that the Requisite Stockholder Approval has been obtained).] distribution of rights issued pursuant to a stockholders’ rights plan (in which event the provisions of Section 9(h) shall apply)) may be declared or paid (other than on the Series A-1 Preferred Stock) unless the Board of Directors and the Company comply with this Section 4(c).

Participating Dividends. (i) In If the event any dividends are declared Board of Directors, or paid a duly authorized committee of the Board of Directors, declares and pays a cash dividend in respect of Common Stock or any other dividend or distribution in respect of Common Stock for which no adjustment in the Conversion Price is required to be made on pursuant to Section 11, then the Board of Directors, or with respect a duly authorized committee of the Board of Directors, shall declare and pay to the Holders of the Series A Preferred Stock, on the same dates on which such cash dividend (or other dividend or distribution) is declared or paid, as applicable, on the Common Stock (which dividends Stock, a dividend or distribution in the same form and distributions shall be subject to Section 4(b)(iv)), the holders of each in an amount per share of Series A Preferred Stock as equal to the product of (i) the record date established by the Board for such per share dividend or distribution on the declared and paid in respect of each share of Common Stock shall be entitled to receive as additional dividends and (the “Participating Dividends”ii) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been is then convertible as of on the Record Date for such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)dividend or distribution; provided, however, that notwithstanding (x) until such dividend or distribution (and each other dividend or distribution declared or (to the foregoingextent the applicable Dividend Payment Date has occurred) accrued on the Series A Preferred Stock, if including under Section 4(b)) has been paid in full in respect of Series A Preferred Stock, the Company may not make any payment of such dividend or distribution with respect to any class or series of capital stock that ranks junior to the Series A Preferred Stock with respect to dividend rights and (y) to the extent that the Company declares and pays a dividend or makes a distribution on the Common Series A Preferred Stock consisting in whole and any class or in part series of Common Stockcapital stock that ranks on parity with the Series A Preferred Stock with respect to dividend rights but does not have sufficient legally available funds to make the full payment of such declared dividends, then no such Participating Dividend the Company shall be payable in respect allocate the dividend payments on a pro rata basis among the Holders of the Series A Preferred Stock on account of and the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority any class or series of capital stock that ranks on parity with the Series A Preferred Stock then outstanding waive the right with respect to receive such Participating Dividends to be received in connection with dividend rights. No cash dividend (or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply. (ii) Participating Dividends are payable at the same time as and when such dividend or any other distribution on the Common Stock is paid to the holders of Common Stock and no such dividend or distribution on Common Stock shall for which no adjustment to the Conversion Price is required to be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to Section 11) may be declared or paid unless the Board of Directors and the Company comply with this Section 2(b4(c). Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Company shall take all prior corporate actions necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Participating Dividends. (i) In If the event Corporation declares or pays any dividends are declared or paid or any other distribution is made on or with respect to upon the Common Stock (which dividends and distributions shall be subject to Section 4(b)(iv)), the holders of each share of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive as additional dividends (the “Participating Dividends”) an amount (whether payable in the form of cash, securities or other property) equal other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the amount (and in the form) holders of each series of Preferred Stock, out of assets or funds of the Corporation legally available therefor, at the same time that it declares and pays such dividends or distributions that such holder to the holders of the Common Stock, together and pari passu with each other series of Preferred Stock, the dividends which would have received been declared and paid with respect to the Common Stock issuable upon conversion of such Preferred Stock had such share all of Series A the outstanding Preferred Stock been converted as of the date immediately prior to the record date for such dividend, or if no record date is fixed, the date as of such dividend or distribution on which the Common Stock into the number of shares record holders of Common Stock into which entitled to such share dividends are to be determined. If the Corporation declares or pays any dividends upon any series of Series A Preferred Stock would have been convertible as (whether payable in cash, securities or other property) other than dividends payable solely in shares of such date (assuming such conversion was made pursuant to Section 5(a)series of Preferred Stock, without giving effect the Corporation shall also declare and pay to the Conversion Restrictions); provided, however, that notwithstanding the foregoing, if the Company declares and pays a dividend or makes a distribution on the Common Stock consisting in whole or in part holders of Common Stock, then no such Participating Dividend shall be payable in respect each other series of the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply. (ii) Participating Dividends are payable at the same time as that it declares and when pays such dividend or other distribution on the Common Stock is paid dividends to the holders of Common Stock such Preferred Stock, the dividends which would have been declared and no such dividend or distribution on Common Stock shall be made unless and until the full amount of the Participating Dividends are paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant to this Section 2(b). Prior to declaring any dividend or making any distribution on or with respect to shares the Common Stock issuable upon conversion of Common Stocksuch Preferred Stock had all of the outstanding Preferred Stock been converted immediately prior to the record date for such dividend, or, if no record date is fixed, the Company shall take all prior corporate actions necessary date as of which the record holders of such Preferred Stock entitled to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stocksuch dividends are to be determined.

Participating Dividends. (i) In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock (which dividends and distributions Holders shall be subject entitled to Section 4(b)(iv))receive, and the holders of each share Corporation shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form and at the same time as of the record date established by the Board for such dividend or distribution dividends declared and paid on the outstanding shares of Common Stock shall be entitled to receive when, as additional and if such dividends (the “Participating Dividends”) an amount (whether other than dividends in the form of cash, securities or other propertyCommon Stock) equal to the amount (are declared and in the form) paid on shares of the dividends or distributions that such holder would have received had such share of Series A Preferred Stock been converted as of the date immediately prior to the record date of such dividend or distribution on the Common Stock into the number of shares of Common Stock into which such share of Series A Preferred Stock would have been convertible as of such date (assuming such conversion was made pursuant to Section 5(a), without giving effect to the Conversion Restrictions)Stock; provided, however, that notwithstanding the foregoing, if the Company declares and pays a dividend (i) dividends or makes a distribution on the other distributions payable in shares of Common Stock consisting in whole or in part rights to acquire shares of Common Stock, then no such Participating Dividend shall Stock may be payable in respect of the Series A Preferred Stock on account of the portion of such dividend or distribution on the Common Stock that is payable in Common Stock declared and in lieu thereof, the anti-dilution adjustment in Section 5(d)(i) shall apply; provided, further, that if holders of a majority of the Series A Preferred Stock then outstanding waive the right to receive such Participating Dividends to be received in connection with or as part of a Fundamental Corporate Transaction, Section 5(d)(iii) shall apply. (ii) Participating Dividends are payable at the same time as and when such dividend or other distribution on the Common Stock is paid to the holders of Common Stock and no such without the same dividend or distribution on Common Stock shall be made unless being declared and until paid to the full amount holders of the Participating Dividends Series A Preferred Stock if, and only if, a dividend payable in shares of Series A Preferred Stock, or rights to acquire shares of Series A Preferred Stock, are declared and paid (or are concurrently being paid) to the holders of Series A Preferred Stock pursuant at the same as-converted rate and with the same record date and payment date and (ii) dividends or other distributions payable in shares of Series A Preferred Stock or rights to this Section 2(b). Prior acquire shares of Series A Preferred Stock may be declared and paid to declaring any the holders of Series A Preferred Stock without the same dividend or making any distribution on or with respect being declared and paid to the holders of the Common Stock if, and only if, a dividend payable in shares of Common StockStock or rights to acquire shares of Common Stock are declared and paid to the holders of Common Stock at the same rate and with the same record date and payment date; and provided, further, that nothing in the Company foregoing shall take all prior corporate actions necessary prevent the Corporation from declaring and paying dividends or other distributions payable in shares of Common Stock or rights to authorize acquire shares of Common Stock to holders of each of the issuance of any securities payable as a dividend in respect of Common Stock and the Series A Preferred StockStock on an as-converted to Common Stock pro rata basis. If the conversion date for any shares of Series A Preferred Stock is after the close of business on a record date but prior to the corresponding payment date for such dividend or distribution, the Holder of such shares as of such record date shall be entitled to receive such dividend or distribution, notwithstanding the conversion of such shares prior to the applicable payment date.