Office Depot 2012 Annual Report Download - page 110

Section 5. Reacquired Shares. Any Shares of Series C Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock, $0.01 par value, and may be reissued as part of a new series
of Preferred Stock, subject to the conditions and restrictions on issuance set forth herein, in the Certificate, or in any other Certificate
of Designation creating series of Preferred Stock, $0.01 par value, or any similar stock, or as otherwise restricted by law.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation no distribution shall be made (i) to the holders of shares of Junior Stock unless the holders of Shares of
Series C Preferred Stock shall have received, subject to adjustment as hereinafter provided in paragraph (B), the greater of either
(a) $1.00 per Share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or
declared, to the date of such payment, or (b) the amount equal to 5,000 times the aggregate per share amount to be distributed to
holders of shares of Common Stock, or (ii) to the holders of shares of Parity Stock, unless simultaneously therewith distributions are
made ratably on Shares of Series C Preferred Stock and all other shares of such Parity Stock in proportion to the total amounts to
which the holders of Shares of Series C Preferred Stock are entitled under clause (i)(a) of this sentence and to which the holders of
shares of such Parity Stock are entitled, in each case upon such liquidation, dissolution or winding up.
(B) In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or
(iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case the aggregate amount to
which holders of Shares of Series C Preferred Stock were entitled immediately prior to such event pursuant to clause (i)(b) of
paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be 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 converted into other stock, securities, cash, and/or any
other property, then in any such case Shares of Series C Preferred Stock shall at the same time be similarly exchanged for or
converted into an amount per Share (subject to the provision for adjustment hereinafter set forth) equal to 5,000 times the aggregate
amount of stock, securities, cash, and/or other property (payable in kind), as the case may be, into which or for which each share of
Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date
(i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock, or (iii) combine outstanding Common Stock into a smaller number of shares, then in each such case the
amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Shares of Series C Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common
Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.
Section 8. Redemption. The Shares of Series C Preferred Stock shall not be redeemable.
5