Common use of Provisions Relating to the Preferred Stock Clause in Contracts

Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of shares of each such series. (b) The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (i) the designation of the series, which may be by distinguishing number, letter or title; (ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) the preferences, if any, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the series; (iv) whether dividends, if any, shall be cumulative or noncumulative and the dividend rate, if any, of the series; (v) whether dividends, if any, shall be payable in cash, in kind or otherwise; (vi) the dates on which dividends, if any, shall be payable; (vii) the redemption rights and price or prices, if any, for shares of the series; (viii) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions on the issuance of shares of the same series or of any other class or series; (xii) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the Corporation); and (xiii) such other rights and provisions with respect to any series that the Board of Directors may provide. (c) The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. (d) Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation or to a Preferred Stock Certificate of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.

Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued at any time and from time to time in one or more series. The Board board of Directors directors is hereby expressly authorized to provide provide, out of unissued shares of Preferred Stock that have not been designated as to series, for the issuance of shares of Preferred Stock in one or more series and, by resolution adopted in accordance with law and by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers (including voting powers, full or limited, if any), preferences and rightsthe relative participating, optional or other special rights thereof, and the qualifications, limitations and restrictions thereof, of shares of each such series. (b) , including, without limitation, dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. The authority of the Board of Directors with respect to each series of Preferred Stock shall includepowers, but not be limited to, determination of the following: (i) the designation of the series, which may be by distinguishing number, letter or title; (ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) the preferences, if any, preferences and relative, participating, optional or and other special rights, if any, rights of each series of Preferred Stock and the qualifications, limitations or and restrictions thereof, if any, may be different from those of any and all other series at any time outstanding. Any shares of any series of Preferred Stock purchased, exchanged, converted or otherwise acquired by the series; (iv) whether dividendsCorporation, if anyin any manner whatsoever, shall be cumulative or noncumulative retired and cancelled promptly after the dividend rate, if any, of the series; (v) whether dividends, if any, shall be payable in cash, in kind or otherwise; (vi) the dates on which dividends, if any, shall be payable; (vii) the redemption rights and price or prices, if any, for shares of the series; (viii) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments acquisition thereof, the date or dates as of which . All such shares shall be convertible or exchangeable upon their cancellation become authorized but unissued shares of Preferred Stock, without designation as to series, and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions on the issuance reissued as part of shares any series of Preferred Stock created by resolution or resolutions of the same series or Board of any other class or series; (xii) whether or not the holders of the shares of such series shall have voting rightsDirectors, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of conditions and restrictions on issuance set forth in this Second Amended and Restated Certificate of Incorporation, that each share of Incorporation or in such series shall carry one vote resolution or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the Corporation); and (xiii) such other rights and provisions with respect to any series that the Board of Directors may provideresolutions. (cb) The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. (d) . Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Second Amended and Restated Certificate of Incorporation or to a Preferred Stock Certificate of Designation that alters or changes relates solely to the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to this Second Amended and Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended. FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors. SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the by-laws of the Corporation, without the assent or vote of stockholders of the Corporation. In addition to any other vote otherwise required by law, the stockholders of the Corporation may make, amend and repeal the by-laws of the Corporation by the affirmative vote of the holders of a majority of the total combined voting power of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders.

Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued at any time and from time to time in one or more series. The Board of Directors (the “Board”) is hereby authorized authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in one or more series andseries, and by filing a certificate of designation pursuant to the applicable provisions law of the DGCL (hereinafter referred to as a “Preferred Stock Certificate State of Designation”)Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights, rights of the shares of each such series and the qualifications, limitations and or restrictions thereof, of shares of each such series. (b) . The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following: (i1) the designation of the series, which may be by distinguishing number, letter or title; (ii) the The number of shares constituting that series and distinctive designation of the series, which number the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) the preferences, if any, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the that series; (iv2) whether dividends, if any, shall be cumulative or noncumulative and the The dividend rate, if any, of the series; (v) whether dividends, if any, shall be payable in cash, in kind or otherwise; (vi) the dates rate on which dividends, if any, shall be payable; (vii) the redemption rights and price or prices, if any, for shares of the series; (viii) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether the shares of the series that series, whether dividends shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporationcumulative, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the from which date or dates as dates, and the relative rights of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions priority, if any, of payment of dividends on the issuance of shares of the same series or of any other class or that series; (xii3) whether or not the holders of the shares of such Whether that series shall have voting rights, in addition to the voting rights provided by law, and and, if so, the terms of such voting rights; (4) Whether that series shall have conversion privileges, which may provideand, among other things if so, the terms and subject to the other provisions of this Restated Certificate of Incorporation, that each share conditions of such series conversion, including provision for adjustment of the conversion rate in such events as the Board shall carry one vote determine; (5) Whether or more or less than one vote per share, not the shares of that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (7) The rights of the shares of that series and one in the event of voluntary or more other series involuntary liquidation, dissolution or classes of stock winding up of the Corporation); and, and the relative rights of priority, if any, of payment of shares of that series; (xiii8) Any other relative or participation rights, preferences and limitations of that series; (9) such other rights and provisions with respect to If no shares of any series that of Preferred Stock are outstanding, the Board of Directors may provide. (c) The Common Stock shall be subject to the express terms elimination of the Preferred Stock and any series thereof. (d) Except as otherwise required by lawdesignation, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation or to a Preferred Stock Certificate of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders and right of such affected series are entitledshares, either separately or together with the holders of one or more other series of in which event such shares shall return to their status as authorized but undesignated Preferred Stock, to vote thereon pursuant to this Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.

Provisions Relating to the Preferred Stock. (a) 1. The Preferred Stock may be issued at any time and from time to time in one or more classes or series. The Board of Directors is hereby authorized to provide for , the issuance of shares of Preferred Stock in one each class or more series and, by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each have such series, designations and to fix the designation, powers, preferences and rights, and the qualifications, limitations and restrictions thereof, thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of shares of each such series. (b) The authority of class or series adopted by the Board of Directors as hereafter prescribed. 2. Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock shall includeStock, but not be limited to, determination to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof of the following: (i) Whether or not the designation of the seriesclass or series is to have voting rights, which may full or limited, or is to be by distinguishing number, letter or titlewithout voting rights; (ii) the The number of shares of to constitute the series, which number class or series and the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding)designations thereof; (iii) the preferencesThe par value, if any, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations limitations, or restrictions thereof, if any, of the with respect to any class or series; (iv) whether dividends, if any, Whether or not the shares of any class or series shall be cumulative redeemable and if redeemable the redemption price or noncumulative prices, and the dividend ratetime or times at which, if anyand the terms and conditions upon which, such shares shall be redeemable and the manner of the seriesredemption; (v) whether dividends, if any, Whether or not the shares of a class or series shall be payable in cashsubject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, in kind and if such retirement or otherwisesinking fund or funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (vi) The dividend rate, whether dividends are payable in cash, stock of the dates Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on which dividendsany other class or classes or series of stock, if any, whether or not such dividend shall be payablecumulative or cumulative, and if cumulative, the date or dates from which such dividends shall accumulate; (vii) the redemption rights and price or pricesThe preferences, if any, for shares and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the seriesassets of, the Corporation; (viii) the terms and amount of any sinking fund provided for the purchase Whether or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether not the shares of the any class or series shall be convertible into into, or exchangeable for for, the shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions on the issuance of shares of the same series classes or of any other class or series; (xii) whether or not the holders series of the shares same of such series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights, which may provide, among any other things and subject to the other provisions of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series shall be entitled to vote on certain matters as a separate class (which for such purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the Corporation)Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and (xiiiix) such Such other special rights and protective provisions with respect to any class or series that as the Board of Directors may providedeem advisable. (c) 3. The Common Stock shall be subject to the express terms shares of each class or series of the Preferred Stock and may vary from the shares of any other series thereof. (d) Except as otherwise required by law, holders thereof in any or all of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate the foregoing respects. The Board of Incorporation or to a Directors may increase the number of shares of the Preferred Stock Certificate designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if not designated for any other class or series. The Board of Directors may decrease the holders number of shares of the Preferred Stock designated for any existing class or series by a resolution, subtracting from such affected series are entitledunissued shares of the Preferred Stock designated for such class or series, either separately or together with and the holders shares subtracted shall become authorized, unissued and undesignated shares of one or more other series of the Preferred Stock, to vote thereon pursuant to this Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.

Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued at any time and from time to time in one or more classes or series. The Board of Directors is hereby authorized to provide for , the issuance of shares of Preferred Stock in one each class or more series and, by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each have such series, and to fix the designationdesignations, powers, preferences and rights, rights and the such qualifications, limitations and restrictions thereof, thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of shares such class or series adopted by the Board of each such seriesDirectors of the Corporation (the "Board of Directors") as hereafter prescribed. (b) The authority of Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock shall includeStock, but not be limited to, determination of to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following: (i) whether or not the designation class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of the series, which may be by distinguishing number, letter one or titlemore other classes or series of stock; (ii) the number of shares of to constitute the series, which number class or series and the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding)designations thereof; (iii) the preferences, if any, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the with respect to any class or series; (iv) whether dividendsor not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if anyredeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property) and the time or times at which, and the terms and conditions upon which, such shares shall be cumulative or noncumulative redeemable and the dividend rate, if any, manner of the seriesredemption; (v) whether dividendsor not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if anysuch retirement or sinking fund or funds are to be established, shall be payable in cash, in kind or otherwisethe annual amount thereof and the terms and provisions relative to the operation thereof; (vi) the dates dividend rate, whether dividends are payable in cash, securities of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on which dividendsany other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative and, if anycumulative, the date or dates from which such dividends shall be payableaccumulate; (vii) the redemption rights and price or pricespreferences, if any, for shares and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the seriesassets of, the Corporation; (viii) the terms and amount of any sinking fund provided for the purchase whether or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether not the shares of any class or series, at the series option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for the shares of any other class or series, classes or of any other series of the same or any other securityclass or classes of stock, securities, or other property of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, and the conversion or exchange price or prices or ratio or ratios or the rate or rates, any adjustments thereof, the date or dates as of rates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions on the issuance of shares of the same series or of any other class or series; (xii) whether or not the holders of the shares of , with such series shall have voting rightsadjustments, in addition to the voting rights provided by lawif any, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series as shall be entitled to vote on certain matters as a separate class (which stated and expressed or provided for in such purpose may be comprised solely of such series resolution or of such series and one or more other series or classes of stock of the Corporation)resolutions; and (xiiiix) such other special rights and protective provisions with respect to any class or series that as may to the Board of Directors may provideseem advisable. (c) The Common Stock shall be subject to the express terms shares of each class or series of the Preferred Stock and may vary from the shares of any other class or series thereof. (d) Except as otherwise required by law, holders thereof in any or all of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate the foregoing respects. The Board of Incorporation or to a Directors may increase the number of shares of the Preferred Stock Certificate designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if not designated for any other class or series. The Board of Directors may decrease the holders number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such affected class or series are entitledauthorized and unissued shares of the Preferred Stock designated for such existing class or series, either separately or together with and the holders shares so subtracted shall become authorized, unissued and undesignated shares of one or more other series of the Preferred Stock, to vote thereon pursuant to this Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.

Provisions Relating to the Preferred Stock. (a) The Preferred Stock may be issued at any time and from time to time in one or more classes or series. The Board of Directors is hereby authorized to provide for , the issuance of shares of Preferred Stock in one each class or more series and, by filing a certificate of designation pursuant to the applicable provisions of the DGCL (hereinafter referred to as a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each have such series, and to fix the designationdesignations, powers, preferences and rights, rights and the such qualifications, limitations and restrictions thereof, thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of shares such class or series adopted by the Board of each such seriesDirectors of the Corporation (the "Board of Directors") as hereafter prescribed. (b) The authority of Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock shall includeStock, but not be limited to, determination of to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following: : (i) whether or not the designation class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of the series, which may be by distinguishing number, letter one or title; more other classes or series of stock; (ii) the number of shares of to constitute the series, which number class or series and the Board of Directors may thereafter (except where otherwise provided in the applicable Preferred Stock Certificate of Designation) increase or decrease (but not below the number of shares thereof then outstanding); designations thereof; (iii) the preferences, if any, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of the with respect to any class or series; ; (iv) whether dividendsor not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if anyredeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property) and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption; (v) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (vi) the dividend rate, whether dividends are payable in cash, securities of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative and and, if cumulative, the dividend ratedate or dates from which such dividends shall accumulate; (vii) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the series; (v) whether dividendsassets of, if any, shall be payable in cash, in kind or otherwise; (vi) the dates on which dividends, if any, shall be payable; (vii) the redemption rights and price or prices, if any, for shares of the series; Corporation; (viii) the terms and amount of any sinking fund provided for the purchase whether or redemption of shares of the series; (ix) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation; (x) whether not the shares of any class or series, at the series option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for the shares of any other class or series, classes or of any other series of the same or any other securityclass or classes of stock, securities, A-I-1 41 or other property of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, and the conversion or exchange price or prices or ratio or ratios or the rate or rates, any adjustments thereof, the date or dates as of rates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (xi) restrictions on the issuance of shares of the same series or of any other class or series; (xii) whether or not the holders of the shares of , with such series shall have voting rightsadjustments, in addition to the voting rights provided by lawif any, and if so, the terms of such voting rights, which may provide, among other things and subject to the other provisions of this Restated Certificate of Incorporation, that each share of such series shall carry one vote or more or less than one vote per share, that the holders of such series as shall be entitled to vote on certain matters as a separate class stated and expressed or provided for in such resolution or resolutions; and (which for such purpose may be comprised solely of such series or of such series and one or more other series or classes of stock of the Corporation); and (xiiiix) such other special rights and protective provisions with respect to any class or series that as may to the Board of Directors may provideseem advisable. (c) The Common Stock shall be subject to the express terms shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series thereofby a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock. (d) Except as otherwise required The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by law, the affirmative vote of the holders of a majority of the Common Stock, as such, shall not be entitled to without a vote on any amendment to this Restated Certificate of Incorporation or to a Preferred Stock Certificate majority of Designation that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of the Preferred Stock, or of any class or series thereof, unless a vote of any such affected series are entitled, either separately holders is required pursuant to the certificate or together with the holders of one certificates establishing such class or more other series of Preferred Stock, to vote thereon pursuant to this Restated Certificate of Incorporation or a Preferred Stock Certificate of Designation or pursuant to the DGCL as currently in effect or as the same may hereafter be amended.