Office Depot 2012 Annual Report Download - page 108

(B) Except as otherwise provided herein or in any other Certificate of Designation creating a series of preferred stock, or
any similar stock, or by law, the holders of Shares of Series C Preferred Stock, the holders of shares of Common Stock, and the
holders of any other class or series of capital stock of the Corporation entitled to vote generally, together with the Common Stock,
shall vote together as one class on all matters submitted to a vote of the holders of such stock.
(C) (i) If at any time dividends on any Shares of Series C Preferred Stock shall be in arrears in an amount equal to six
quarterly dividends thereon, then during the period (a “default period”) from the occurrence of such event until such time as all
accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all Shares of
Series C Preferred Stock then outstanding shall have been declared and paid or set apart for payment, the holders of the outstanding
Shares of Series C Preferred Stock, together with the holders of outstanding shares of any one or more other classes or series of stock
of the Corporation upon which like voting rights have been conferred and are exercisable (voting together as a class), shall have the
right to elect two Directors to the Board of Directors of the Corporation at the Corporation’s next annual meeting of stockholders, and
so long as such default period continues, shall have the right to elect a successor to each of the two Directors so elected upon the
expiration of their respective terms, such right to be exercised at the subsequent annual meeting or meetings at which the respective
terms of such Directors expire. Any Director who shall have been so elected pursuant to this paragraph may be removed only for
cause. If the office of any Director elected by the holders of Shares of Series C Preferred Stock pursuant to this paragraph becomes
vacant for any reason, the remaining Director elected pursuant to this paragraph may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred, and if the offices of both such Directors elected by the holders of Shares
of Series C Preferred Stock pursuant to this paragraph become vacant for any reason, such vacancies may be filled for the unexpired
term in respect of which such vacancy occurred only by the affirmative vote of the holders of the outstanding Shares of Series C
Preferred Stock, together with the holders of the outstanding shares of any other class or series of stock upon which like voting rights
have been conferred and are exercisable (voting together as a class).
(ii) The voting rights vested pursuant to paragraph (C)(i) hereof in the holders of the outstanding Shares of Series C
Preferred Stock, together with the holders of outstanding shares of any one or more other classes or series of stock of the Corporation
upon which like voting rights have been conferred and are exercisable (voting together as a class), may not be exercised at any annual
meeting unless one-third of the outstanding shares of stock of the corporation upon which such voting rights have been conferred
shall be present at such meeting in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the
exercise by the holders of Shares of Series C Preferred Stock of such rights. In connection with the election of Directors pursuant to
paragraph (C)(i) hereof, each holder of Shares of Series C Preferred Stock shall be entitled to one vote for each one five-thousandth o
f
a Share held (the holders of shares of any other class or series of preferred stock having like voting rights being entitled to such
number of votes, if any, for each share of such stock held as may be granted to them).
3