Look knockout, whatever the occasion this social gathering season with our recent drop of going out attire. The Designated Preferred Inventory shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of belongings within the occasion of any dissolution, liquidation or winding up of the Company.

When a reference is made on this Agreement to “Recitals,” “Articles,” “Sections,” or “Annexes” such reference shall be to a Recital, Article or Part of, or Annex to, this Securities Purchase Settlement — Customary party dress Terms, and a reference to “Schedules” shall be to a Schedule to the Letter Agreement, in each case, until otherwise indicated.

Any Most popular Director may be removed at any time, with or without cause, and any emptiness created thereby could also be crammed, only by the affirmative vote of the holders a majority of the shares of Designated Most popular Stock at the time excellent voting separately as a category along with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable.

Besides as would not, individually or in the mixture, moderately be expected to have a Firm Materials Adverse Effect, all spinoff instruments, including, swaps, caps, floors and possibility agreements, whether entered into for the Firm’s own account, or for the account of a number of of the Company Subsidiaries or its or their clients, had been entered into (i) solely within the abnormal course of business, (ii) in accordance with prudent practices and in all material respects with all relevant legal guidelines, guidelines, laws and regulatory insurance policies and (iii) with counterparties believed to be financially accountable on the time; and each of such instruments constitutes the valid and legally binding obligation of the Company or one of many Company Subsidiaries, enforceable in accordance with its phrases, except as may be restricted by the Bankruptcy Exceptions.

This certifies that, for value acquired, the United States Division of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Firm, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of absolutely paid and nonassessable shares of Common Inventory set forth in Item 6 of Schedule A hereto, at a purchase worth per share of Common Inventory equal to the Train Value.

Upon the request of Treasury at any time, First Group has agreed to promptly enter right into a deposit arrangement pursuant to which the Collection A Most well-liked Inventory could also be deposited and depositary shares (“Depositary Shares”), representing fractional shares of Sequence B Most popular Stock, may be issued.

For the purposes of determining the Market Worth of the Widespread Inventory on the “trading day” previous, on or following the occurrence of an occasion, (i) that buying and selling day shall be deemed to commence instantly after the common scheduled closing time of buying and selling on the New York Stock Change or, if trading is closed at an earlier time, such earlier time and (ii) that buying and selling day shall end on the next common scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and for instance, if the Market Value is to be decided as of the last buying and selling day preceding a specified occasion and the closing time of trading on a specific day is 4:00 p.m. and the desired event happens at 5:00 p.m. on that day, the Market Worth would be decided by reference to such four:00 p.m. closing price).

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