A-8
(ii) The Corporation shall not effect a merger or consolidation with
any other corporation or corporations unless as a result of such
merger or consolidation and after giving effect thereto holders of
Series A Shares are entitled to receive a per share amount and type of
consideration equal to the product arrived at by multiplying the
Adjustment Number by the per share amount and type of consideration
received by holders of shares of Common Stock, or (1) either (A) the
Corporation shall be the surviving corporation or (B) if the
Corporation is not the surviving corporation, the successor
corporation shall be a corporation duly organized and existing under
the laws of any state of the United States of America or the District
of Columbia, and all obligations of the Corporation with respect to
the Series A Shares shall be assumed by successor corporation, (2) the
Series A Shares then outstanding shall continue to be outstanding, and
(3) there shall be no alteration or change in the designation or the
preferences, relative rights or limitations applicable to outstanding
Series A Shares prejudicial to the holders thereof.
(iii) The Corporation shall not amend, alter or repeal any of the
provisions of its Certificate of Incorporation in any manner which adversely
affects the relative rights, preferences or limitations of the Series A Shares
or the holders thereof.
Section G. Certain Restrictions.
(1) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Shares as provided in Section A are in
arrears, thereafter and until