are entitled to receive in cash quarterly cumulative dividends at an annual rate of 8.875% of the liquidation preference per share (equal to $88.75 per share annualized). Dividends on the
Redeemable Preferred Stock will accrue on a daily basis, whether or not declared. Quarterly dividends will be payable only when, as and if authorized and declared by our board of directors.
We may, at the sole election of our board of directors, pay all or a portion of the dividends to the holders of our Redeemable Preferred Stock
by delivering a number of shares of our common stock equal to the dividend amount divided by 97% of the trailing five-trading-day volume weighted average price (VWAP) per common stock share as follows (subject to applicable stock
exchange rules): (i) with respect to any dividend declared in respect of a quarter ending on December 15, 2017 and on or prior to September 15, 2018, up to 100% of the dividend, (ii) with respect to any dividend declared in
respect of a quarter ending on December 15, 2018 and on or prior to September 15, 2019, up to 75% of the dividend, or (iii) with respect to any dividend declared in respect of a quarter ending on December 15, 2019 and on or prior
to September 15, 2020, up to 50% of the dividend. Any such non-cash dividend declared and paid will reduce, on a dollar-for-dollar basis, the amount of cash dividends otherwise required in any quarter.
If we fail to pay in full any quarterly dividend on or prior to the applicable dividend payment date, or our board of directors fails to
declare such dividend, or otherwise, (i) in cash to the holders of our Redeemable Preferred Stock a cash dividend equal to the quarterly dividend amount and/or (ii) in shares of our common stock to the holders of our Redeemable Preferred
Stock a non-cash dividend (to the extent the payment of such quarterly dividend in common stock is permitted by the Statement of Resolutions) equal to the common stock dividend amount (a Dividend Trigger Event), then (A) the
liquidation preference will automatically increase by such unpaid amounts (to the extent the liquidation preference has not already been increased by such unpaid amounts) and such unpaid amounts will compound quarterly on each dividend payment date
in arrears and (B) if such failure has not been cured by us by paying such quarterly dividend in full in cash and/or, if applicable, common stock pursuant to the Statement of Resolutions within three months of the applicable dividend payment
date, the rights set forth under Additional Holder Rights below will vest in accordance with the Statement of Resolutions. Notwithstanding the foregoing, any payments by us of cash in respect of quarterly dividends that were
previously unpaid will reduce the liquidation preference by the amount so paid.
Notwithstanding the foregoing, and without limiting the
rights of holders of our Redeemable Preferred Stock under the Statement of Resolutions, we will not be required to pay cash dividends on the Redeemable Preferred Stock to the extent prohibited by any Company Indebtedness Document (as defined below)
or to pay any quarterly dividend on the Redeemable Preferred Stock to the extent not consistent with applicable law, but in such case, such unpaid amounts will be cumulative and will compound quarterly on each dividend payment date in arrears.
The Redeemable Preferred Stock has no stated maturity and will remain outstanding indefinitely unless repurchased or redeemed by us.
Company Credit Agreement means any agreements, documents or instruments governing or evidencing first-lien, senior secured
Indebtedness (as defined in the Statement of Resolutions) of us or our subsidiaries.
Company Indebtedness Documents means
(i) any agreement, document or instrument governing or evidencing any Indebtedness of us or our subsidiaries that is in excess of $10,000,000 (including, as of the Issue Date, the Indenture, dated as of May 28, 2008, by and between us,
Wells Fargo Bank, National Association, as trustee, and the subsidiary guarantors party thereto, as heretofore amended or supplemented and as the same may be amended or supplemented from time to time hereafter and the Current Credit Agreement (as
defined below)) and (ii) the Company Credit Agreement.
Current Credit Agreement means that certain Credit Agreement,
dated as of January 27, 2011, among us, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lender parties thereto, as
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