2
“Articles of Incorporation” means the Articles of Incorporation of the corporation,
as amended, and as it may be amended or restated from time to time.
“Business Day” means
any day,
other than a
Saturday or Sunday,
that is neither
a
legal holiday nor a day on which banking institutions are authorized or required
by law or
regulation to close in Kansas.
3.
Ranking. The shares of Series A Preferred Stock shall rank:
(a)
senior, as to dividends and upon
liquidation, dissolution, and winding-up
of
the corporation, to the common stock of the corporation and to any other class or series of
capital stock of the
corporation now or hereafter authorized,
issued, or outstanding that, by
its
terms,
does
not
expressly
provide
that
such
class
or
series
ranks
pari
passu
with
the
Series A Preferred
Stock or senior
to the Series
A Preferred Stock
as to dividends
and upon
liquidation,
dissolution,
and
winding-up
of
the
corporation,
as
the
case
may
be
(collectively, “Series A Junior Securities”);
(b)
on a parity, as to dividends and upon liquidation, dissolution, and winding-
up of
the corporation,
with any
class or
series of
capital stock
of the
corporation now
or
hereafter authorized, issued, or outstanding that, by its terms, expressly provides that such
class or series ranks pari passu with the Series A Preferred Stock
as to dividends and upon
liquidation,
dissolution,
and
winding-up
of
the
corporation,
as
the
case
may
be
(collectively, “Series A Parity Securities”); and
(c)
junior, as to dividends and upon liquidation,
dissolution, and winding-up of
the
corporation,
to
any
other
class
or
series
of
capital
stock
of
the
corporation
now
or
hereafter authorized, issued, or outstanding that, by its terms, expressly provides that such
class
or
series
ranks
senior
to
the
Series
A
Preferred
Stock
as
to
dividends
and
upon
liquidation, dissolution, and winding-up of the corporation, as the case may be.
The corporation may
authorize and issue
additional shares of
Series A Preferred
Stock, Series A
Junior Securities
and Series
A Parity
Securities from
time to
time without
the consent
of the
holders
of the Series A Preferred Stock.
(a)
Holders of Series A Preferred
Stock will be entitled
to receive, only when,
as, and if declared by
the board of directors or a
duly authorized committee of the board
of
directors,
on
each
Dividend
Payment
Date
(as
defined
below),
out
of
assets
legally
available for
the payment
of dividends
thereof, non-cumulative
cash dividends
based on
the liquidation preference
of the Series
A Preferred Stock
of $1,000 per
share. Dividends
on each share of Series A Preferred Stock shall accrue at a rate
equal to 8.00% per annum
on the
liquidation preference
of $1,000
per share
for each
Dividend Period.
In the
event
the corporation
issues additional
shares of
the Series
A Preferred
Stock after
the original
issue date, dividends
on such shares
may accrue from
the original issue
or any other
date
specified by the board
of directors or a
duly authorized committee of the
board of directors
at the time such additional shares are issued.