Common use of Series B Preferred Stock Clause in Contracts

Series B Preferred Stock. From and after the date of the issuance of any shares of Series B Preferred Stock, dividends at the rate per annum per share equal to five percent (5%) of the Series B-2 Original Issue Price shall accrue on each share of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than the Series A Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the greater of: (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.

Series B Preferred Stock. From and after the date of the issuance of any shares of Series B Preferred Stock, dividends at the rate per annum per share equal to five percent (5%) of the Series B-2 Original Issue Price shall accrue on each share of Series B Preferred Stock (subject to appropriate adjustment in In the event of any stock dividendvoluntary or involuntary liquidation, stock split, combination dissolution or other similar recapitalization with respect to the Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock winding up of the Corporation (other than or Deemed Liquidation Event, after the Series A Preferred Stock or dividends on shares payment of Common Stock payable in shares of Common Stock) unless (in addition all preferential amounts required to the obtaining of any consents required elsewhere in the Certificate of Incorporation) be paid to the holders of shares of Series E Preferred Stock, Series D-1 Preferred Stock, Series D Preferred Stock and Series C Preferred Stock, the holders of shares of Series B Preferred Stock then outstanding shall first receivebe entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof (including a dividend to such other stockholders), an amount per share equal to the greater of (i) the Series B Original Issue Price plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon, or simultaneously receive, a dividend on each outstanding (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock in an amount at least equal been converted into Common Stock pursuant to the greater of: Section 4 immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event (i) the amount payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the aggregate Accruing Dividends then accrued on such share Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and not previously paid; and (ii) that dividend per share the full amount to which they shall be entitled under this Subsection 2.1.5, the holders of shares of Series B Preferred Stock as shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would equal otherwise be payable in respect of the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in each case calculated on the record date for determination of holders entitled to receive such dividendfull.

Series B Preferred Stock. From Series B Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and after (ii) voting rights, if any, described in Section 2 and this Section 12; provided, however, that each Series B Holder will be entitled to voting rights as described in this Section 12(a). Upon the date first to occur of a Shareholder Disapproval Date or a Shareholder Approval Date, (i) if all Regulatory Approvals have not been received, then as of the issuance of any shares of first Business Day following such date, each Series B Preferred Stock, dividends at the rate per annum per share equal Holder will thereafter be entitled to five percent (5%) of the Series B-2 Original Issue Price shall accrue on 2 and 1/2 votes for each share of Series B Preferred Stock held as of the applicable date, or (subject to appropriate adjustment in ii) if all Regulatory Approvals have been received, then as of the event of any stock dividendfirst Business Day following such date (or if the Regulatory Approvals are received after the Shareholder Disapproval Date or Shareholder Approval Date, stock splitthen on the first Business Day following the date such Regulatory Approvals are received), combination or other similar recapitalization with respect to the each Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day Holder will thereafter be entitled to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than the Series A Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on 10 votes for each outstanding share of Series B Preferred Stock in an amount at least held as of the applicable date, on any matter that is submitted to a vote or for the consent of the shareholders of the Company, and, except as otherwise required by law or as set forth herein, shall have voting rights and powers equal to the greater of: (i) the amount voting rights and powers of the aggregate Accruing Dividends then accrued on such share Common Stock, shall be entitled to notice of Series B Preferred Stock any shareholders’ meeting in accordance with the Bylaws of the Company and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal shall be entitled to vote with the product of (1) the dividend payable on each share holders of Common Stock and (2) the number of shares with respect to any matter upon which holders of Common Stock issuable upon conversion of have the right to vote, except as otherwise provided herein or those matters required by law to be submitted to a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividendclass vote.

Series B Preferred Stock. From Series B Preferred Stock: We may issue an aggregate of up to 200,000 shares (or up to 220,000 shares, if the underwriters exercise in full their over-allotment option on the Corporate Units) of 0.125% Series B Cumulative Perpetual Preferred Stock, which we refer to as “Series B Preferred Stock,” upon optional conversion of the Convertible Preferred Stock as described under “Description of the Convertible Preferred Stock—Conversion Rights—Settlement Upon Conversion” in the preliminary prospectus supplement. The Series B Preferred Stock will not be pledged to us to secure any holder’s obligation under any purchase contract. Dividends on Series B Preferred Stock: Holders of the Series B Preferred Stock will receive, when, as and after if declared by our board of directors, cumulative dividends at the Dividend Rate of the Series B Preferred Stock (as defined below) on the $1,000 liquidation preference per share. Subject to certain exceptions set forth in the preliminary prospectus supplement, the Series B Preferred Stock delivered to a holder upon conversion of the Convertible Preferred Stock will have initial accumulated dividends at issuance equal to the amount of any accumulated but unpaid dividends on the Convertible Preferred Stock (including compounded dividends thereon, if any) to, but excluding, the date of the issuance of such Series B Preferred Stock. Dividends on the Series B Preferred Stock will continue to accumulate from the first date of original issuance of the Series B Preferred Stock and will be payable when, as and if declared by our board of directors, quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on the first payment date following the date on which the Series B Preferred Stock is first issued. Dividends on the Series B Preferred Stock will be paid in cash, shares of our common stock or a combination thereof, at our election, unless we have previously irrevocably elected a dividend payment method to apply. Dividend Rate of the Series B Preferred Stock: 0.125% per year on the $1,000 liquidation preference per share. In connection with a successful remarketing of the Convertible Preferred Stock, the dividend rate on the Convertible Preferred Stock may be increased as described under “Description of the Purchase Contracts—Remarketing” and “Description of the Convertible Preferred Stock—Remarketing” in the preliminary prospectus supplement. In that case, the dividend rate on the Series B Preferred Stock will be increased to be equal to such increased dividend rate on the Convertible Preferred Stock. Accumulated but Unpaid Dividends on Series B Preferred Stock: Any accumulated but unpaid dividends will accumulate additional dividends at the then-applicable dividend rate (as such dividend rate may be adjusted in connection with a remarketing of the Convertible Preferred Stock) until paid, compounded quarterly, to, but excluding, the payment date. Maturity of Series B Preferred Stock: The Series B Preferred Stock has no maturity date and will remain outstanding unless redeemed by us. Optional Redemption of Series B Preferred Stock: On or after September 3, 2024, we will have the option to redeem for cash some or all the shares of Series B Preferred Stock at a redemption price equal to 100% of the liquidation preference per share, plus any accumulated but unpaid dividends to, but excluding, the redemption date. In connection with a successful remarketing of the Convertible Preferred Stock, the earliest redemption date for the Convertible Preferred Stock may be changed to a later date that is on or prior to August 29, 2025 as described under “Description of the Purchase Contracts—Remarketing” and “Description of the Convertible Preferred Stock—Remarketing” in the preliminary prospectus supplement. In that case, the earliest redemption date for the Series B Preferred Stock will be changed to such later date. If any shares of Series B Preferred StockStock are called for redemption, dividends at the rate per annum per share equal to five percent (5%) we must also call for redemption a proportionate number of the Series B-2 Original Issue Price shall accrue on each share of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on outstanding shares of any other class or series of capital stock of the Corporation (other than the Series A Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the greater of: (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Convertible Preferred Stock, in each case calculated if any, on the record date for determination same redemption date. Underwriting Discount: $3 per Corporate Unit / $6 million total (excluding the underwriters’ over-allotment option). Joint Book-Running Managers: Xxxxx Fargo Securities, LLC BofA Securities, Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Co-Managers: Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. Mediobanca – Banca di Credito Finanziario S.p.A. BNP Paribas Securities Corp. Regions Securities LLC Citizens Capital Markets, Inc. PNC Capital Markets LLC Use of holders entitled Proceeds: We expect to receive such dividendnet proceeds from the offering of approximately $191.9 million (or approximately $211.3 million, if the underwriters exercise their over-allotment option in full), after deducting the offering expenses and the underwriting discount. We intend to use the net proceeds from the offering to pay a portion of the purchase price of the Mountaineer Acquisition (as defined in the preliminary prospectus supplement) and related fees and expenses and for general corporate purposes. See “Use of Proceeds” in the preliminary prospectus supplement.

Series B Preferred Stock. From and after Except as otherwise required under applicable law or as set forth in this Section A.7, the date holders of Series B Preferred Stock, in their capacity as such, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the issuance Corporation. The holder of any each share of Series B Preferred Stock issued and outstanding shall be entitled to the number of votes as is equal to the number of shares of Common Stock into which such holder’s shares of Series B Preferred Stock, dividends respectively, could then be converted at the rate per annum per share record date for determination of stockholders entitled to vote for any given vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, and shall have voting rights and powers equal to five percent (5%) the voting rights and powers of the Common Stock, such votes to be counted together with all other shares of stock of the Corporation having general voting power and not separately as a class. In addition to the foregoing, the Corporation shall not, without first having provided written notice of such proposed action to each holder of outstanding shares of Series B Preferred Stock and having obtained the affirmative vote or written consent of the Series B-2 Original Issue Price shall accrue B Required Holders: (i) amend this Amended and Restated Certificate of Incorporation in any manner having an adverse effect on each the holders of outstanding shares of Series B Preferred Stock, or alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock (by recapitalization, merger, consolidation or otherwise); (ii) increase the number of authorized shares of Series B Preferred Stock or issue any share of Series B Preferred Stock (subject or authorize, issue or agree to appropriate adjustment in the event issue any class or series of any capital stock dividend, stock split, combination or other similar recapitalization ranking with respect to dividends and upon liquidation and redemption pari passu with the Series B Preferred Stock; (iii) (the “Accruing Dividends”). Accruing Dividends shall accrue from day authorize, issue or agree to dayissue, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside reclassify any dividends on shares of any other class or series of capital stock ranking with respect to dividends and upon liquidation and redemption junior to the Series B Preferred Stock (the “Series B Junior Stock”) into, any shares or any security convertible into or exercisable for any shares having any preference or priority as to dividends, any other distributions, payments or assets or upon redemption, liquidation, winding up or dissolution superior to or on a parity with any such preference or priority of the Corporation Series B Preferred Stock or issue or agree to issue any Series B Junior Stock (other than the Series A Preferred Stock and Common Stock issuable pursuant to the Additional Share Purchase as defined in the Additional Series A Purchase Agreement and as in effect on the date hereof); (iv) prior to the payment in full in cash of the Series B Senior Liquidation Preference Amount: (A) redeem, repurchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any Series B Junior Stock except for (I) redemptions of the Series A Redeemable Preferred Stock in which the Series B Preferred Stock participates in accordance with Section A.5, above; and (II) the redemption or repurchase of any Excluded Shares; provided, that the aggregate price paid for all such repurchased or redeemed Excluded Shares may not exceed $750,000 in the aggregate or $250,000 in the aggregate in any twelve-month period, pursuant to the terms of any agreements entered into between the Corporation and any holders of such Excluded Shares which have been approved by the Corporation’s Board of Directors; (B) make, authorize or approve any dividend or distribution upon or with respect to any Series B Junior Stock, other than stock splits or stock dividends on shares of the Common Stock payable solely in additional shares of Common Stock; or (C) redeem, repurchase or otherwise acquire for value (or pay into or set aside for a sinking fund for such purpose) any Series A Junior Stock from Great Hill or any of its affiliates; (v) effect, permit or suffer to occur any Change of Control Transaction, unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, receive a dividend on each outstanding share of Series B Preferred Stock in an cash amount at least equal to the greater of: Series B Senior Liquidation Preference Amount; (ivi) the amount take, permit or suffer to occur any action prohibited by Article IX of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paidPurchase Agreement (except Section 9.17 thereof) unless duly approved as set forth therein; and or (iivii) that dividend per share issue or agree to issue, any Employee Options to Great Hill, its principals or any other affiliate of Series B Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividendGreat Hill.

Series B Preferred Stock. From Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and after subject to the date terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the issuance of any shares of Series B Preferred Stock, dividends at the rate per annum per share equal to five percent (5%) Holder of the Series B-2 Original Issue Price shall accrue on each share Receipt or Receipts so surrendered. Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series B Preferred Stock (subject to appropriate adjustment in and all money and other property, if any, represented thereby) by surrendering such Receipt or Receipts at the event Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals; provided, however that a Holder of any stock dividend, stock split, combination or other similar recapitalization with respect to the a Receipt may not withdraw such whole shares of Series B Preferred StockStock (or money and other property, if any, represented thereby) (which has previously been called for redemption. After such surrender and upon the “Accruing Dividends”). Accruing Dividends receipt of written instructions from the Holder of such Receipt or Receipts, without unreasonable delay, the Depositary shall accrue from day deliver to daysuch Holder, whether or not declared, and shall be cumulative; to the Person or Persons designated by such Holder as hereinafter provided, howeverthe number of whole shares of Series B Preferred Stock (and all money and other property, that except as set forth in the following sentence if any), represented by such Receipt so surrendered for withdrawal, but Holders of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall whole shares of Series B Preferred Stock will not thereafter be payable only when, as, and if declared entitled to deposit such shares of Series B Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Board Holder to the Depositary in connection with such withdrawal shall evidence a number of Directors and Depositary Shares in excess of the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on number of Depositary Shares representing the number of whole shares of any other class or series of capital stock of the Corporation (other than the Series A B Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (to be withdrawn, the Depositary shall at the same time, in addition to such number of whole shares of Series B Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon the obtaining written order of such Holder, a new Receipt evidencing such excess number of Depositary Shares. In no event will fractional shares of Series B Preferred Stock (or any consents required elsewhere cash payment in lieu thereof) be delivered by the Certificate of Incorporation) the holders Depositary. Delivery of the Series B Preferred Stock then outstanding and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate. If the Series B Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a Person or Persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series B Preferred Stock, such Holder shall first receiveexecute and deliver to the Depositary a written order so directing the Depositary, and the Depositary may require that the Receipt or simultaneously receive, a dividend on each outstanding share Receipts surrendered by such Holder for withdrawal of such shares of Series B Preferred Stock be properly endorsed in an amount at least equal to the greater of: (i) the amount blank or accompanied by a properly executed instrument of transfer in blank. Delivery of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; the money and (ii) that dividend per share other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of Series B Preferred Stock the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive may be designated by such dividendHolder.

Series B Preferred Stock. From Subject to the rights, preferences, powers, privileges and after the date restrictions, qualifications and limitations of the issuance of any Series C Preferred Stock as set forth in Section 3.9 hereof: 3.8.1. The Corporation shall have authority to issue four million (4,000,000) shares of Series B Convertible Cumulative Preferred Stock, dividends at the rate per annum per share equal . Such stock shall be referred to five percent (5%) of the as “Series B-2 Original Issue Price shall accrue on each B Preferred Stock.” Each share of Series B Preferred Stock (subject shall be entitled to appropriate adjustment in vote share for share with Common Stock, except that any proposed amendment to these Articles of Incorporation which affects the event designation, preferences, limitations and relative rights of any stock dividendthe Series B Preferred Stock or as otherwise provided by law, stock split, combination or other similar recapitalization with respect to must be approved by the holders of a majority of the Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and Each share of Series B Preferred Stock shall be cumulative; providedconvertible, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside at any dividends on shares of any other class or series of capital stock time upon written notice of the Corporation by the holder thereof, into one (other than 1) share of fully paid and nonassessable (except to the extent provided in Section 180.0622 of the Wisconsin Statutes) Common Stock. Immediately prior to a Qualifying Public Offering (as defined in Section 3.9.5), each outstanding share of Series A B Preferred Stock or dividends on shares shall automatically convert into one share of Common Stock payable in and such shares may not be reissued by the Corporation. At any time, at the closing of the Corporations’ public registered offering of a class of Common Stock under the Securities Act of 1933, as amended, each outstanding share of Series B Preferred Stock shall automatically convert into one (1) share of Common Stock) unless (in addition to , and such shares may not be reissued by the obtaining Corporation. 3.8.2. In the event of any consents required elsewhere in voluntary liquidation or winding up of the Certificate of Incorporation) Corporation, the holders of the Series B Preferred Stock then outstanding shall first receivebe entitled to receive out of the net assets of the Corporation the price at which such shares were issued (subject to appropriate adjustment for stock splits, or simultaneously receivestock dividends, a dividend combinations and similar recapitalizations affecting such shares), plus an amount, if any, of all cumulative dividends unpaid to the date of such liquidation, before distribution to the holders of Common Stock, and shall not participate in any further distribution of the net assets of the Corporation. In the event that the net assets are not adequate to fully pay the amount payable to the holders of the Series B Preferred Stock hereunder, the amounts distributable to the holders of the Series B Preferred Stock shall be distributed among the holders thereof pro rata based on each outstanding share the number of shares of Series B Preferred Stock in an amount at least equal to the greater of: (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividendheld.