Earthlink 2000 Annual Report Download - page 79

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(5) that the Holder is to surrender to the Corporation, at the place or places where certificates for shares of Series A Preferred Stock are to be
surrendered for redemption, in the manner and at the price designated, Holder's certificate or certificates representing the shares of Series A
Preferred Stock to be redeemed; and
(6) that cash dividends on the shares of the Series A Preferred Stock to be redeemed shall cease to accrue on such Redemption Date unless the
Corporation defaults in the payment of the redemption price.
(ii) Each Holder of Series A Preferred Stock shall surrender the certificate or certificates representing such shares of Series A Preferred Stock
to the Corporation, duly endorsed, in the manner and at the place designated in the Redemption Notice and on the Redemption Date. The full
redemption price for such shares of Series A Preferred Stock shall be payable in cash to the Person whose name appears on such certificate or
certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares
represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
(iii) Unless the Corporation defaults in the payment in full of the applicable redemption price, cash dividends on the shares of Series A
Preferred Stock called for redemption shall cease to accrue and accumulate on the Redemption Date, and the Holders of such redeemed shares
shall cease to have any further rights with respect thereto from and after the Redemption Date, other than the right to receive the redemption
price on the Redemption Date, without interest.
7. VOTING RIGHTS. The Holders of shares of Series A Preferred Stock shall not be entitled to any voting rights, except as hereinafter
provided in Section 8 or as otherwise provided by law or by that certain Amended and Restated Governance Agreement between the
Corporation, Sprint and Sprint L.P., dated February 8, 2001 (the "Governance Agreement"). Notwithstanding any other provision of this
Section 7 or Section 8, the Holders of shares of Series A Preferred Stock shall not be entitled to any voting rights hereunder with respect to a
Business Combination which is not a Discriminatory Transaction.
8. PROTECTIVE PROVISIONS.
(a) CLASS VOTING. So long as shares of Series A Preferred Stock are outstanding, this Corporation shall not, without first obtaining the
approval (by vote or written consent) of the Holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of
Series A Preferred Stock (voting as a class):
(i) alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares;
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