(i) |
The
number of shares constituting that series and the distinctive designation
of that series;
|
(ii) |
The
dividend rate on the shares of that series, whether dividends shall
be
cumulative, and, if so, from which date or dates, and the relative
rights
of priority, if any, of payments of dividends on shares of that
series;
|
(iii) |
Whether
that series shall have voting rights, in additions to the voting
rights
provided by law, and, if so, the terms of such voting
rights;
|
(iv) |
Whether
that series shall have conversion privileges, and, if so, the terms
and
conditions of such conversion, including provisions for adjustment
of the
conversion rate in such events as the Board of Directors shall
determine;
|
(v) |
Whether
or not the shares of that series shall be redeemable, and, if so,
the
terms and conditions of such redemption, including the date or
dates upon
or after which they shall be redeemable, and the amount per share
payable
in case of redemption, which amount may vary under different conditions
and at different redemption rates;
|
(vi) |
Whether
that series shall have a sinking fund for the redemption or purchase
of
shares of that series, and, if so, the terms and amount of such
sinking
fund;
|
(vii) |
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation,
and
the relative rights or priority, if any, of payment of shares of
that
series; and
|
(viii) |
Any
other relative rights, preference and limitations of that
series.
|
Name
|
Address
(including
county)
|
Daniel
R. Furth
|
2
East Bryan Street
Savannah,
Georgia 31401
Chatham
County
|
Name
|
Address
|
Amanda
Norcross
|
Powell
Goldstein LLP
1201
W. Peachtree St., NW
14th
Floor
Atlanta,
Georgia 30309
|
2
East Bryan Street
Savannah,
Georgia 31401
Chatham
County
|
|
(i) |
that
the Board of Directors recommend the plan of merger, plan of conversion
or
share exchange to the shareholders, unless the Board of Directors
elects,
because of conflict of interest or other special circumstances, to
make no
recommendation and communicated the basis for its election to the
shareholders with the plan; and
|
(ii) |
two-thirds
of all the votes entitled to be cast on the plan by all shares entitled
to
vote on the plan.
|