Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other class or series of Junior Stock. The foregoing limitation shall not apply to: (i) any dividend or distribution payable in shares of Common Stock or other Junior Stock, together with cash in lieu of any fractional share; (ii) purchases, redemptions or other acquisitions of Common Stock or other Junior Stock in connection with the administration in the ordinary course of business of any benefit or other incentive plan or employment contract, including (x) the forfeiture of unvested shares of restricted stock or share withholding or other acquisitions or surrender of shares to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise), and (y) the payment of cash in lieu of fractional shares; (iii) purchases or deemed purchases or acquisitions of fractional interests in shares of any Common Stock or other Junior Stock pursuant to the conversion or exchange provisions of such shares of other Junior Stock or any securities exchangeable for or convertible into shares of Common Stock or other Junior Stock; (iv) any dividends or distributions of rights or Common Stock or other Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; and (v) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and the payment of cash in lieu of fractional shares.
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Priority of Dividends. So long as any share shares of Series A FF Preferred Stock remains remain outstanding, :
(1) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Stock, and no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, nor shall any monies be paid on to or made available for a sinking fund for the Common redemption of any such Junior Stock or by the Corporation (other than, subject to any other class or series provision of the Restated Certificate of Incorporation, (i) a dividend payable solely in shares of Junior Stock. The foregoing limitation shall not apply to:
, (iii) any dividend in connection with the implementation of a stockholder rights plan, or distribution payable the redemption or repurchase of any rights under any such plan, (iii) any dividend in shares the form of Common stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock, (iv) as a result of a reclassification of Junior Stock for or into other Junior Stock, together with cash in lieu (v) the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, (vi) through the use of proceeds of a substantially contemporaneous sale of other shares of Junior Stock, (vii) any fractional share;
(ii) purchasespurchase, redemptions redemption or other acquisitions acquisition of Common Stock or other Junior Stock in connection with pursuant to any of the administration in the ordinary course Corporation’s or any of business of its subsidiaries’ employee, consultant or director incentive or benefit plans or arrangements (including any benefit employment, severance or other incentive plan consulting arrangements) adopted before or employment contractafter July 16, including 2024, (xviii) the forfeiture of unvested shares of restricted stock or share withholding or other acquisitions or surrender of shares to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise), and (y) the payment of cash in lieu of fractional shares;
(iii) purchases or deemed purchases or acquisitions any purchase of fractional interests in shares of any Common Stock or other Junior Stock pursuant to the conversion or exchange provisions of such shares of other Junior Stock or any the securities exchangeable for being converted or convertible into shares exchanged, (ix) the purchase of Common Stock or other Junior Stock;
(iv) any dividends or distributions of rights or Common Stock or other Junior Stock by ▇▇▇▇▇ Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with a stockholders’ rights plan the distribution thereof or (x) the purchase of Junior Stock by ▇▇▇▇▇ Fargo Securities, LLC, or any redemption other affiliate of the Corporation, in connection with market-making or repurchase other secondary market activities in the ordinary course of rights pursuant to any stockholders’ rights planbusiness); and
(v2) no shares of Parity Stock will be repurchased, redeemed or otherwise acquired for consideration by the exchange Corporation otherwise than pursuant to pro rata offers to purchase all, or conversion a pro rata portion, of Junior the Series FF Preferred Stock for or into and such Parity Stock during a Dividend Period (other Junior Stock or than (i) as a result of a reclassification of Parity Stock for or into other Parity Stock or Junior Stock, (ii) the exchange or conversion of one share of Parity Stock for or into another share of Parity Stock or Junior Stock, (iii) through the use of proceeds of a substantially contemporaneous sale of other shares of Parity Stock or Junior Stock, (iv) any purchase, redemption or other acquisition of Parity Stock pursuant to any of the Corporation’s or any of its subsidiaries’ employee, consultant or director incentive or benefit plans or arrangements (including any employment, severance or consulting arrangements) adopted before or after July 16, 2024, (v) any purchase of fractional interests in shares of Parity Stock pursuant to the conversion or exchange provisions of such Parity Stock or the securities being converted or exchanged, (vi) the purchase of Parity Stock by ▇▇▇▇▇ Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with the same distribution thereof or lesser aggregate liquidation preference(vii) the purchase of Parity Stock by ▇▇▇▇▇ Fargo Securities, LLC, or any other affiliate of the Corporation, in connection with market-making or other secondary market activities in the ordinary course of business), unless, in each case, full dividends on all outstanding shares of Series FF Preferred Stock for the Dividend Period ending on or immediately prior to the dividend payment date or other payment date for such Junior Stock or Parity Stock have been declared and paid or declared and a sum sufficient for payment of those dividends has been set aside. Subject to the succeeding sentence, for so long as any shares of Series FF Preferred Stock remain outstanding, no dividends shall be declared, paid, or set aside for payment on any Parity Stock for any period unless full dividends on all outstanding shares of Series FF Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. To the extent the Corporation declares dividends on the Series FF Preferred Stock and on any Parity Stock but cannot make full payment of those declared dividends, the Corporation will allocate the dividend payments on a proportional basis among the holders of shares of Series FF Preferred Stock and the payment holders of cash any Parity Stock then outstanding where the terms of such Parity Stock provide similar dividend rights. Subject to the foregoing, and not otherwise, such dividends (payable in lieu cash, stock or otherwise) as may be determined by the Board of fractional sharesDirectors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on the Common Stock and any other stock that is Parity Stock or Junior Stock, from time to time out of any assets legally available for such payment, and the shares of Series FF Preferred Stock shall not be entitled to participate in any such dividends.
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