Permitted Actions. Shall mean (i) purchases, redemptions or other acquisitions of shares of Junior Stock, in the ordinary course in connection with any employment contract, compensation plan, benefit plan or other similar arrangement with or for the benefit of any current or former employees, officers, directors or consultants (including the forfeiture of unvested shares of restricted Junior Stock or share withholding or other acquisitions or surrender of shares of Junior Stock to which the holder may otherwise
... be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise)); (ii) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy stock, or under a stock repurchase plan, provided that such contract or plan was entered into prior to the first Dividend Payment Date upon which the Corporation has failed to pay all dividends then payable on the Series A Preferred Stock in cash (it being understood that once the Corporation regains compliance with its cash dividend obligations on the Series A Preferred Stock by paying in cash all Dividend Amounts that have previously been added to the Liquidation Price, this proviso shall cease to apply until such time as the Corporation subsequently fails to pay all Dividend Amounts due in cash); (iii) exchanges or conversions of shares of any class or series of Junior Stock for any other class or series of Junior Stock; (iv) the purchase or deemed acquisition of fractional interests in shares of Junior Stock or Parity Stock pursuant to the conversion or exchange provisions of such Junior Stock, Parity Stock or the security being converted or exchanged, as applicable; (v) dividends or distributions of Junior Stock or rights to purchase Junior Stock (including in connection with a stockholders' rights plan); (vi) any redemption, repurchase, or exchange of rights pursuant to any stockholders' rights plan; (vii) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the Beneficial Ownership of any other persons (other than the Corporation or any of its Subsidiaries), including as trustees or custodians; (viii) direct or indirect distributions of Equity Interests or assets of a Subsidiary or other Person (whether by redemption, dividend, share distribution, merger or otherwise) to all or substantially all of the holders of one or more classes or series of issued and outstanding Common Stock, on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), or such Equity Interests of such Subsidiary or other Person are available to be acquired by such holders of one more classes or series of Common Stock (including through any rights offering, exchange offer, conversion, exercise of subscription rights or other offer made available to such holders), on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), whether voluntary or involuntary (provided, that the assets or properties directly or indirectly being so distributed do not constitute all or substantially all of the assets of the Corporation as of the record date applicable to such distribution); (ix) stock splits, stock dividends or other distributions, reclassifications, recapitalizations; and (x) the payment of cash in lieu of fractional shares with respect to any of the foregoing.
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