which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the Person requesting such issue has
paid to the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.
3.11 In case of (i) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation or (ii) any action triggering an
adjustment to the Formula Number pursuant to Section 2.4 (or in connection with
which a dividend of shares of this Series is paid in accordance with Section
2.4(e)) or Section 3.6, then, in each case, the Corporation shall cause to be
mailed, first-class postage prepaid, to the holders of record of the outstanding
shares of this Series, at least fifteen (15) days prior to the applicable record
date for any such transaction (or if no record date will be established, the
effective date thereof), a notice stating (x) the date, if any, on which a
record is to be taken for the purpose of any such transaction (or, if no record
date will be established, the date as of which holders of record of Common Stock
entitled to participate in such transaction are determined), and (y) the
expected effective date thereof. Failure to give such notice or any defect
therein shall not affect the legality or validity of the proceedings described
in this Section 3.11.
4.1 The shares of this Series shall have no voting rights except as
expressly provided in this Section 4 or as required by law.
4.2 Except as otherwise required by law, each share of this Series
shall be entitled to vote together as one class with the holders of shares of
Common Stock upon all matters upon which the holders of shares of Common Stock
are entitled to vote. In any such vote, the holders of shares of this Series
shall be entitled to a number of votes per share of this Series equal to the
product of (i) the Formula Number then in effect multiplied by (ii) the maximum
number of votes per share of Common Stock that any holder of shares of Common
Stock generally then has with respect to such matter.
4.3 So long as any shares of this Series remain outstanding, unless a
greater percentage shall then be required by law, the Corporation shall not,
without the affirmative vote or written consent of the holders of shares