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that any shares of the Series E Preferred Stock are held by the Foundation. The conversion ratio for each share of Series E Preferred Stock shall be equal to (i) $1,000 per share, plus accrued but unpaid dividends as of the conversion date, divided by (ii) the average volume weighted average price per share of the common stock of the Corporation during the ten (10) trading days preceding the conversion date.
Redemption at the Option of the Corporation
. At any time on and after the tenth anniversary of April 20, 2017, the Corporation, at its option, may redeem the Series E Preferred Stock in whole (but not in part), at a price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash;
provided
that if any shares of the Series E Preferred Stock are held by the Foundation at the time of such redemption, the price for redemption of each share of Series E Preferred Stock shall be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends and (ii) the fair market value of the Series E Preferred Stock as determined by a third party appraiser selected in good faith by the Corporation, subject to the Foundation’s approval which such approval shall not be unreasonably withheld or delayed.
Transfer
. A holder of shares of Series E Preferred Stock may transfer such holder's shares of Series E Preferred Stock to (i) the Corporation or any subsidiary of the Corporation or (ii) otherwise in a transaction pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the regulations promulgated thereunder ("Securities Act") or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws, subject to compliance with the other requirements of the Certificate of Designation. The Certificate of Designation provides that in no event shall a transfer of the Series E Preferred Stock be made if such transfer, or such transfer together with any other transfers, would result in the Corporation being required to register the Series E Preferred Stock under Section 12 of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the “Exchange Act”), or would otherwise trigger or subject the Corporation, or any subsidiary or other affiliate of the Corporation, to the registration requirements of the Exchange Act with respect to the Series E Preferred Stock.
Liquidation Preference
. In the event the Corporation voluntarily or involuntarily liquidates, dissolves or winds up, subject to the prior and superior rights of the holders of any senior securities, holders of shares of Series E Preferred Stock will be entitled to receive liquidating distributions in the amount of $1,000 per share of Series E Preferred Stock, in each case, plus an amount equal to any declared but unpaid dividends to and including the date of such liquidation, out of assets legally available for distribution to the Corporation's stockholders, before any distribution of assets is made to the holders of any junior securities, subject to certain limitations.
No Voting Rights
. Holders of shares of Series E Preferred Stock will not have any voting rights, including the right to elect any directors, except voting rights, if any, required from time to time by Oklahoma law, and their consent will not be required (except to the extent they are entitled by law to vote) for taking any corporate action.
No Preemptive Rights
. No shares of Series E Preferred Stock will have any rights of preemption whatsoever as to any securities of the Corporation.
Rank
. The Series E Preferred Stock will, with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank: (i) on a parity with each class or series of equity securities of the Corporation the terms of which expressly provide that such class or series will rank on parity with the Series E Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation, (ii) senior to the common stock of the
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