(C)
MECHANICS OF REDEMPTION.
A NOTICE OF REDEMPTION ("NOTICE OF
REDEMPTION") SHALL BE SENT BY OR ON BEHALF OF THE CORPORATION NOT LESS THAN
FIFTEEN (15) BUSINESS DAYS NOR MORE THAN THIRTY (30) DAYS PRIOR TO THE DATE
SPECIFIED FOR REDEMPTION IN SUCH NOTICE (THE "REDEMPTION DATE"), BY FIRST CLASS
MAIL, POSTAGE PREPAID, TO ALL HOLDERS OF RECORD OF THE SERIES D PREFERRED STOCK
AT THEIR LAST ADDRESSES AS THEY SHALL APPEAR ON THE BOOKS OF THE CORPORATION;
PROVIDED, HOWEVER, THAT NO FAILURE TO GIVE SUCH NOTICE OR ANY DEFECT THEREIN OR
IN THE MAILING THEREOF SHALL AFFECT THE VALIDITY OF THE PROCEEDINGS FOR THE
REDEMPTION OF ANY SHARES OF SERIES D PREFERRED STOCK EXCEPT AS TO THE HOLDER TO
WHOM THE CORPORATION HAS FAILED TO GIVE NOTICE OR EXCEPT AS TO THE HOLDER TO
WHOM NOTICE WAS DEFECTIVE.
IN ADDITION TO ANY INFORMATION REQUIRED BY LAW OR BY
THE APPLICABLE RULES OF ANY EXCHANGE UPON WHICH THE SERIES D PREFERRED STOCK OR
THE COMMON STOCK MAY BE LISTED OR ADMITTED TO TRADING, SUCH NOTICE SHALL STATE:
(I) THAT SUCH REDEMPTION IS BEING MADE PURSUANT TO THE OPTIONAL REDEMPTION
PROVISIONS HEREOF; (II) THE REDEMPTION DATE; (III) A CALCULATION OF THE
REDEMPTION PRICE AS OF THE DATE OF THE NOTICE OF REDEMPTION; (IV) THAT ALL THE
OUTSTANDING SHARES OF SERIES D PREFERRED STOCK ARE TO BE REDEEMED; (V) THE PLACE
OR PLACES WHERE CERTIFICATES FOR SUCH SHARES ARE TO BE SURRENDERED FOR PAYMENT
OF THE REDEMPTION PRICE; AND (VI) THAT DIVIDENDS ON THE SHARES OF SERIES D
PREFERRED STOCK WILL CEASE TO ACCUMULATE ON THE REDEMPTION DATE.
UPON THE
MAILING OF ANY SUCH NOTICE OF REDEMPTION, THE CORPORATION SHALL BECOME OBLIGATED
TO REDEEM AT THE TIME OF REDEMPTION SPECIFIED THEREIN ALL SHARES OF SERIES D
PREFERRED STOCK.
(D)
IF A NOTICE OF REDEMPTION HAS BEEN MAILED IN ACCORDANCE WITH
SECTION 5(C) ABOVE AND IF ALL FUNDS AND SHARES OF COMMON STOCK NECESSARY FOR
SUCH REDEMPTION SHALL HAVE BEEN SET ASIDE BY THE CORPORATION ON OR BEFORE THE
REDEMPTION DATE, SEPARATE AND APART FROM ITS OTHER FUNDS IN TRUST FOR THE
BENEFIT OF THE HOLDERS OF THE OUTSTANDING SHARES OF SERIES D PREFERRED STOCK, SO
AS TO BE, AND TO CONTINUE TO BE AVAILABLE THEREFOR, THEN DIVIDENDS ON THE SHARES
OF THE SERIES D PREFERRED STOCK SO CALLED FOR REDEMPTION SHALL CEASE TO ACCRUE
OR ACCUMULATE ON THE REDEMPTION DATE, AND SUCH SHARES SHALL NO LONGER BE DEEMED
TO BE OUTSTANDING AND SHALL NOT HAVE THE STATUS OF SHARES OF SERIES D PREFERRED
STOCK ON THE REDEMPTION DATE, AND ALL RIGHTS OF THE HOLDERS THEREOF AS
STOCKHOLDERS OF THE CORPORATION (EXCEPT THE RIGHT TO RECEIVE FROM THE
CORPORATION THE REDEMPTION PRICE) SHALL CEASE ON THE REDEMPTION DATE.
UPON
SURRENDER, IN ACCORDANCE WITH SUCH NOTICE OF REDEMPTION, OF THE CERTIFICATES FOR
ANY SHARES OF SERIES D
6
PREFERRED STOCK SO REDEEMED (PROPERLY ENDORSED OR ASSIGNED FOR TRANSFER, IF THE
CORPORATION SHALL SO REQUIRE AND THE NOTICE SHALL SO STATE), SUCH SHARES OF