OFFER, SALE,
TRANSFER, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION TO REQUIRE THE DELIVERY
OF REASONABLE AND CUSTOMARY CERTIFICATIONS AND/OR OTHER INFORMATION REASONABLY
SATISFACTORY TO EACH OF THEM.
To the extent that the circumstances or provisions requiring the above legend
have ceased to be effective, the Corporation will upon request reissue
certificates without the legend.
SECTION 8.
REGISTRATION OF TRANSFER.
THE CORPORATION SHALL KEEP
AT ITS PRINCIPAL OFFICE A REGISTER FOR THE REGISTRATION OF PERPETUAL PREFERRED
STOCK.
UPON THE SURRENDER OF ANY CERTIFICATE REPRESENTING PERPETUAL PREFERRED
STOCK AT SUCH PLACE, THE CORPORATION SHALL, AT THE REQUEST OF THE RECORD HOLDER
OF SUCH CERTIFICATE, EXECUTE AND DELIVER (AT THE CORPORATION'S EXPENSE) A NEW
CERTIFICATE OR CERTIFICATES IN EXCHANGE THEREFOR REPRESENTING IN THE AGGREGATE
THE NUMBER OF SHARES OF PERPETUAL PREFERRED STOCK REPRESENTED BY THE SURRENDERED
CERTIFICATE.
EACH SUCH NEW CERTIFICATE SHALL BE REGISTERED IN SUCH NAME AND
SHALL REPRESENT SUCH NUMBER OF SHARES OF PERPETUAL PREFERRED STOCK AS IS
REQUESTED BY THE HOLDER OF THE SURRENDERED CERTIFICATE AND SHALL BE
SUBSTANTIALLY IDENTICAL IN FORM TO THE SURRENDERED CERTIFICATE, AND DIVIDENDS
SHALL ACCRUE ON THE PERPETUAL PREFERRED REPRESENTED BY SUCH NEW CERTIFICATE FROM
THE DATE TO WHICH DIVIDENDS HAVE BEEN FULLY PAID ON SUCH PERPETUAL PREFERRED
STOCK REPRESENTED BY THE SURRENDERED CERTIFICATE.
SECTION 9.
REPLACEMENT.
UPON RECEIPT OF EVIDENCE REASONABLY
SATISFACTORY TO THE CORPORATION (AN AFFIDAVIT OF THE REGISTERED HOLDER SHALL BE
SATISFACTORY) OF THE OWNERSHIP AND THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
ANY CERTIFICATE EVIDENCING SHARES OF PERPETUAL PREFERRED STOCK, AND IN THE CASE
OF ANY SUCH LOSS, THEFT OR DESTRUCTION, UPON RECEIPT OF INDEMNITY REASONABLY
SATISFACTORY TO THE CORPORATION (PROVIDED THAT IF THE HOLDER IS A FINANCIAL
INSTITUTION OR OTHER INSTITUTIONAL INVESTOR ITS OWN AGREEMENT SHALL BE
SATISFACTORY), OR, IN THE CASE OF ANY SUCH MUTILATION UPON SURRENDER OF SUCH
CERTIFICATE, THE CORPORATION SHALL (AT ITS EXPENSE) EXECUTE AND DELIVER IN LIEU
OF SUCH CERTIFICATE A NEW CERTIFICATE OF LIKE KIND REPRESENTING THE NUMBER OF
SHARES OF PERPETUAL PREFERRED STOCK OF SUCH CLASS REPRESENTED BY SUCH LOST,
STOLEN, DESTROYED OR MUTILATED CERTIFICATE AND DATED THE DATE OF SUCH LOST,
STOLEN, DESTROYED OR MUTILATED CERTIFICATE.
9
SECTION 10.
DEFINITIONS.
"Business Day" means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in New York City, New York
are authorized or required by law, regulation or executive order to close.
"Certificate" means this Certificate of Designations of the Powers, Preferences
and Relative, Participating, Optional and Other Special Rights of Series A
Perpetual Preferred Stock, and Qualifications, Limitations and Restrictions
Thereof.
"Change of Control" means the occurrence of any of the following:
(1)
THE ACQUISITION BY ANY PERSON (INCLUDING ANY SYNDICATE OR GROUP
DEEMED TO BE A "PERSON" UNDER SECTION 13(D)(3) OF THE EXCHANGE ACT) OF
BENEFICIAL OWNERSHIP (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY
OR INDIRECTLY, THROUGH A PURCHASE, MERGER OR OTHER ACQUISITION TRANSACTION OR
SERIES OF TRANSACTIONS, OF SHARES OF CAPITAL STOCK OF THE CORPORATION ENTITLING