Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.54M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 67K
4: EX-21.1 Subsidiaries List HTML 28K
5: EX-23.1 Consent of Experts or Counsel HTML 30K
6: EX-23.2 Consent of Experts or Counsel HTML 33K
10: EX-99.1 Miscellaneous Exhibit HTML 54K
3: EX-12.1 Statement re: Computation of Ratios HTML 50K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
9: EX-32 Certification -- §906 - SOA'02 HTML 33K
17: R1 Document and Entity Information HTML 59K
18: R2 Consolidated Balance Sheets HTML 121K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
20: R4 Consolidated Statements of Operations HTML 106K
21: R5 Consolidated Statements of Comprehensive Income HTML 45K
(Loss)
22: R6 Consolidated Statements of Cash Flows HTML 118K
23: R7 Consolidated Statements of Stockholders’ Equity HTML 70K
24: R8 Consolidated Statements of Stockholders' Equity HTML 32K
(Parenthetical)
25: R9 Organization HTML 33K
26: R10 Summary of Significant Accounting Policies HTML 153K
27: R11 Supplemental Disclosures of Cash Flow Information HTML 56K
28: R12 Divestitures HTML 56K
29: R13 Long-Term Debt HTML 112K
30: R14 Asset Retirement Obligations HTML 57K
31: R15 Fair Value Measurements HTML 87K
32: R16 Derivative Instruments HTML 119K
33: R17 Income Taxes HTML 122K
34: R18 Stockholders' Equity HTML 74K
35: R19 Equity Incentive Compensation Plans and Other HTML 239K
Employee Benefits
36: R20 Significant Customers and Other Concentrations HTML 41K
37: R21 Commitments and Contingencies HTML 56K
38: R22 Guarantor Subsidiaries HTML 379K
39: R23 Summary of Significant Accounting Policies HTML 154K
(Policies)
40: R24 Summary of Significant Accounting Policies HTML 124K
(Tables)
41: R25 Supplemental Disclosures of Cash Flow Information HTML 55K
(Tables)
42: R26 Divestitures (Tables) HTML 42K
43: R27 Long-Term Debt (Tables) HTML 83K
44: R28 Asset Retirement Obligations (Tables) HTML 56K
45: R29 Fair Value Measurements (Tables) HTML 73K
46: R30 Derivative Instruments (Tables) HTML 111K
47: R31 Income Taxes (Tables) HTML 117K
48: R32 Stockholders' Equity (Tables) HTML 62K
49: R33 Equity Incentive Compensation Plans and Other HTML 220K
Employee Benefits (Tables)
50: R34 Commitments and Contingencies (Tables) HTML 55K
51: R35 Guarantor Subsidiaries (Tables) HTML 381K
52: R36 Summary of Significant Accounting Policies - HTML 57K
Additional Information (Detail)
53: R37 Summary of Significant Accounting Policies - HTML 44K
Summary of Accounts Receivable (Detail)
54: R38 Summary of Significant Accounting Policies - Net HTML 54K
Capitalized Costs and Associated Accumulated
Depreciation, Depletion & Amortization and Non
Cash Impairments (Detail)
55: R39 Summary of Significant Accounting Policies - HTML 51K
Non-Cash Impairment Charges, Included within
Impairment, Dry Hole Costs and Abandonment Expense
in Consolidated Statements of Operations (Detail)
56: R40 Summary of Significant Accounting Policies - HTML 46K
Accounts Payable and Accrued Liabilities (Detail)
57: R41 Summary of Significant Accounting Policies - HTML 51K
Calculation of Basic and Diluted Earnings (Loss)
Per Share (Detail)
58: R42 Supplemental Disclosures of Cash Flow Information HTML 49K
- Supplemental Cash Flow Information (Detail)
59: R43 Divestitures - Additional Information (Detail) HTML 90K
60: R44 Long-Term Debt - Outstanding Debt (Detail) HTML 69K
61: R45 Long-Term Debt - Additional Information (Detail) HTML 116K
62: R46 Long-Term Debt - Cash and Non-Cash Portion of HTML 49K
Interest Expense Related to Long Term Debt
(Detail)
63: R47 Asset Retirement Obligations - Schedule of Asset HTML 52K
Retirement Obligations (Detail)
64: R48 Fair Value Measurements - Balance Sheet Grouping HTML 78K
(Detail)
65: R49 Fair Value Measurements - Additional Information HTML 55K
(Detail)
66: R50 Derivative Instruments - Fair Value Amounts of HTML 65K
Derivative Instruments (Detail)
67: R51 Derivative Instruments - Cash Flow Hedge Gain and HTML 48K
Losses (Detail)
68: R52 Derivative Instruments - Financial Instruments for HTML 40K
Hedging Volume (Detail)
69: R53 Derivative Instruments - Realized and Unrealized HTML 37K
Gains and Losses on Commodity Derivative
Instruments (Detail)
70: R54 Derivative Instruments - Additional Information HTML 33K
(Detail)
71: R55 Income Taxes - Additional Information (Detail) HTML 48K
72: R56 Income Taxes - Expense for Income Taxes (Detail) HTML 49K
73: R57 Income Taxes - Reconciliation of Actual Income Tax HTML 57K
Expense (Detail)
74: R58 Income Taxes - Components of Deferred Tax Assets HTML 82K
and Deferred Tax Liabilities (Detail)
75: R59 Stockholders' Equity - Additional Information HTML 70K
(Detail)
76: R60 Stockholders' Equity - Schedule of Stockholders HTML 63K
Equity (Detail)
77: R61 Equity Incentive Compensation Plans and Other HTML 155K
Employee Benefits - Additional Information
(Detail)
78: R62 Equity Incentive Compensation Plans and Other HTML 44K
Employee Benefits - Non-Cash Stock-Based
Compensation Cost Related to Equity Awards
(Detail)
79: R63 Equity Incentive Compensation Plans and Other HTML 61K
Employee Benefits - Summary of Share-Based Option
Activity (Detail)
80: R64 Equity Incentive Compensation Plans and Other HTML 56K
Employee Benefits - Summary of Nonvested Equity
Shares of Common Stock (Detail)
81: R65 Equity Incentive Compensation Plans and Other HTML 56K
Employee Benefits - Summary of Nonvested Equity
Shares of Common Stock Issued for Payment of
Director Fees (Detail)
82: R66 Equity Incentive Compensation Plans and Other HTML 47K
Employee Benefits - Summary of Nonvested
Performance-based Cash Units (Details)
83: R67 Equity Incentive Compensation Plans and Other HTML 57K
Employee Benefits - Summary of Nonvested
Performance-Based Equity Shares of Common Stock
(Detail)
84: R68 Equity Incentive Compensation Plans and Other HTML 45K
Employee Benefits - Deferred Compensation
Liability (Detail)
85: R69 Equity Incentive Compensation Plans and Other HTML 39K
Employee Benefits - Deferred Compensation
Investment Assets (Detail)
86: R70 Significant Customers and Other Concentrations - HTML 37K
Additional Information (Detail)
87: R71 Commitments and Contingencies - Additional HTML 38K
Information (Detail)
88: R72 Commitments and Contingencies - Schedule of HTML 42K
Aggregate Undiscounted Minimum Future Lease
Payments (Detail)
89: R73 Commitments and Contingencies - Gross Future HTML 42K
Minimum Transportation Demand and Firm Processing
Charges (Detail)
90: R74 Commitments and Contingencies - Future Minimum HTML 44K
Annual Payments under Drilling, Lease and Other
Agreements (Detail)
91: R75 Guarantor Subsidiaries - Additional Information HTML 38K
(Detail)
92: R76 Guarantor Subsidiaries - Schedule of Condensed HTML 85K
Consolidating Balance Sheets (Detail)
93: R77 Guarantor Subsidiaries - Schedule of Condensed HTML 67K
Consolidating Statements of Operations (Detail)
94: R78 Guarantor Subsidiaries - Schedule of Condensed HTML 55K
Consolidating Statements of Comprehensive Income
(Loss) (Detail)
95: R79 Guarantor Subsidiaries - Schedule of Condensed HTML 99K
Consolidating Statements of Cash Flows (Detail)
97: XML IDEA XML File -- Filing Summary XML 176K
96: EXCEL IDEA Workbook of Financial Reports XLSX 116K
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‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws
Bill Barrett Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows:
1. The
original Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 29, 2002 under the name Bill Barrett Corporation.
3. This Amended and Restated Certificate
of Incorporation was duly adopted in accordance with the provisions of Section 242 and 245 of the Delaware General Corporation Law.
4. The Restated Certificate of Incorporation of the Corporation is hereby restated, integrated and further amended to read in its entirety as follows:
FIRST: The name of the corporation is Bill Barrett Corporation (hereinafter referred to as the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of
the Corporation at that address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.
FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 225,000,000, consisting of 150,000,000 shares of Common Stock, par value $.001 per share (the “Common Stock”), and 75,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”).
B. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation. Pursuant to the authority conferred by this Article Fourth, the following series of Preferred Stock have been designated, each such series consisting
of such number of shares, with such voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions therefor as are stated and expressed in Exhibit A attached hereto and incorporated herein by reference:
Exhibit A: Series A Junior Participating Preferred Stock
C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this
Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or otherwise.
FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by written ballot unless the
bylaws so provide.
C. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
D. Special meetings of stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Amended and Restated Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there
exist any vacancies in previously authorized directorships.
SIXTH: A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. At each annual meeting of stockholders commencing with the 2013 annual meeting of stockholders, the directors whose terms shall then expire, other than those who may be elected by the holders of any series of Preferred Stock, shall be elected for a one year term expiring at the next succeeding annual meeting of stockholders. Directors (or such directors’ successors) whose terms expire at the 2013 annual meeting of stockholders shall be elected to hold office for a one year term expiring at the 2014 annual meeting of stockholders; directors (or such
directors’ successors) whose terms expire at the 2014 annual meeting of stockholders shall be elected to hold office for a one year term expiring at the 2015 annual meeting of stockholders; and directors (or such directors’ successors) whose terms expire at the 2015 annual meeting of stockholders shall be elected to hold office for a one year term expiring at the 2016 annual meeting of stockholders. A director shall hold office until his or her successor shall have been duly elected and qualified, subject to his or her prior death, resignation, retirement, disqualification or removal from office. If authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.
B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders). Directors so chosen shall serve for a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
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C. At any meeting of the Board of Directors, a majority of the total number
of the Whole Board shall constitute a quorum for all purposes. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.
D. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the bylaws
of the Corporation. Except as provided in such advance notice provision, the Bylaws shall not contain any provision imposing director qualifications.
E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that no director serving the remaining portion of a multi-year term may be removed during such multi-year term except for cause.
SEVENTH:
The Board of Directors is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power
of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws of the Corporation.
EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the
manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article NINTH,
Article FIFTH, Article SIXTH, Article SEVENTH, or Article EIGHTH.
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IN WITNESS WHEREOF, the undersigned hereby signs this Amended and Restated Certificate of Incorporation on this 10th day of May, 2012.
RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation of the Corporation (the “Certificate
of Incorporation”), the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:
Section 1. Designation and Amount. The shares of this series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series A Junior Preferred Stock”) and the number of shares constituting the Series A Junior Preferred Stock shall be 150,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Junior Preferred
Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the Series A Junior Preferred Stock with respect to dividends, the holders of shares of Series A Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the Series A Junior Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).
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(C) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue and be cumulative on outstanding shares of Series A Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Junior Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided in the Restated Certificate
of Incorporation, including any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Junior Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise required by law, holders of Series A Junior Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain
Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare
or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such parity stock on
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which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior
Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Restated Certificate of Incorporation, including any Certificate of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation
the holders of shares of Series A Junior Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
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8. Amendment. The Restated Certificate of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter, change, or repeal the powers, preferences or special rights of the Series A Junior Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Junior Preferred Stock, voting together as a single class.
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Section 9. Rank. The Series A Junior Preferred Stock shall rank, with respect to the payment of
dividends and upon liquidation, dissolution and winding up, junior to all series of Preferred Stock.
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Dates Referenced Herein and Documents Incorporated by Reference
