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11
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HARRY HUGHES, Governor
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(II) THE HIGHEST PREFERENTIAL AMOUNT PER SHARE
TO WHICH THE HOLDERS OF SHARES OF SUCH CLASS OF STOCK ARE
ENTITLED IN THE EVENT OF ANY VOLUNTARY OR INVOLUNTARY
LIQUIDATION, DISSOLUTION OR WINDING UP OF THE CORPORATION; OR
(III) THE MARKET VALUE PER SHARE OF SUCH CLASS
OF STOCK ON THE ANNOUNCEMENT DATE OR ON THE DETERMINATION DATE,
WHICHEVER IS HIGHER; OR
(IV) THE PRICE PER SHARE EQUAL TO THE MARKET
VALUE PER SHARE OF SUCH CLASS OF STOCK DETERMINED PURSUANT TO
SUBPARAGRAPH (III) OF THIS PARAGRAPH, MULTIPLIED BY THE FRACTION
OF:
1. THE HIGHEST PER SHARE PRICE (INCLUDING
ANY BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF ANY
CLASS OF VOTING STOCK ACQUIRED BY IT WITHIN THE 2 YEAR PERIOD
IMMEDIATELY PRIOR TO THE ANNOUNCEMENT DATE, OVER
2. THE MARKET VALUE PER SHARE OF THE SAME
CLASS OF VOTING STOCK ON THE FIRST DAY IN SUCH 2 YEAR PERIOD ON
WHICH THE INTERESTED STOCKHOLDER ACQUIRED ANY SHARES OF THE SAME
CLASS OF VOTING STOCK.
(3) THE CONSIDERATION TO BE RECEIVED BY HOLDERS OF
ANY CLASS OR SERIES OF OUTSTANDING STOCK IS TO BE IN CASH OR IN
THE SAME FORM AS THE INTERESTED STOCKHOLDER HAS PREVIOUSLY PAID
FOR SHARES OF THE SAME CLASS OR SERIES OF STOCK. IF THE
INTERESTED STOCKHOLDER HAS PAID FOR SHARES OF ANY CLASS OF STOCK
WITH VARYING FORMS OF CONSIDERATION, THE FORM OF CONSIDERATION
FOR SUCH CLASS OF STOCK SHALL BE EITHER CASH OR THE FORM USED TO
ACQUIRE THE LARGEST NUMBER OF SHARES OF SUCH CLASS OR SERIES OF
STOCK PREVIOUSLY ACQUIRED BY IT.
(4) (I) AFTER THE INTERESTED STOCKHOLDER HAS BECOME
AN INTERESTED STOCKHOLDER AND PRIOR TO THE CONSUMMATION OF SUCH
BUSINESS COMBINATION:
1. THERE SHALL HAVE BEEN NO FAILURE TO
DECLARE AND PAY AT THE REGULAR DATE THEREFOR ANY FULL PERIODIC
DIVIDENDS (WHETHER OR NOT CUMULATIVE) ON ANY OUTSTANDING
PREFERRED STOCK OF THE CORPORATION;
2. THERE SHALL HAVE BEEN:
A. NO REDUCTION IN THE ANNUAL RATE
OF DIVIDENDS PAID ON ANY CLASS OR SERIES OF STOCK OF THE
CORPORATION THAT IS NOT PREFERRED STOCK (EXCEPT AS NECESSARY TO
REFLECT ANY SUBDIVISION OF THE STOCK); AND
B. AN INCREASE IN SUCH ANNUAL RATE
OF DIVIDENDS AS NECESSARY TO REFLECT ANY RECLASSIFICATION
(INCLUDING ANY REVERSE STOCK SPLIT), RECAPITALIZATION,
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