shall, in the event that the amounts payable thereon on liquidation are not paid
in full, be entitled to share ratably with the Series I Stock in any
distribution of assets other than by way of dividends in accordance with the
sums that would be payable in such distribution if all sums payable were
discharged in full; provided, however, that the term "Parity Stock" shall be
deemed to refer (i) in Section 2.2 hereof, to any stock that is Parity Stock in
respect of dividend rights; (ii) in Section 7 hereof, to any stock that is
Parity Stock in respect of the distribution of assets; and (iii) in Sections 6.2
and 6.3 hereof, to any stock that is Parity Stock in respect of either dividend
rights or the distribution of assets and that, pursuant to the Certificate of
Incorporation or any instrument in which the Board of Directors, acting pursuant
to authority granted in the Certificate of Incorporation, shall so designate, is
entitled to vote with the holders of Series I Stock.
1.27 "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity.
1.28 "Preferred Stock" shall mean the class of Preferred Stock, par
value $0.10 per share, of the Corporation authorized at the date of the
Certificate, including any shares thereof authorized after the date of the
1.29 "Pro Rata Portion" shall have the meaning set forth in
Section 5.6 hereof.
1.30 "Pro Rata Repurchase" shall mean the purchase of shares of Common
Stock by the Corporation or by any of its subsidiaries, whether for cash or
other property or securities of the Corporation, which purchase is subject to
Section 13(e) of the Exchange Act or is made pursuant to an offer made available
to all holders of Common Stock, but excluding any purchase made in open market
transactions that satisfies the conditions of clause (b) of Rule 10b-18 under
the Exchange Act or has been designed (as reasonably determined by the Board of
Directors) to prevent such purchase from having a material effect on the trading
market of the Common Stock. The "Effective Date" of a Pro Rata Repurchase shall
mean the applicable expiration date (including all extensions thereof) of any
tender or exchange offer that is a Pro Rata Repurchase or the date of purchase
with respect to any Pro Rata Repurchase that is not a tender or exchange offer.
1.31 "Record Date" shall have the meaning set forth in Section