Earthlink 2000 Annual Report Download - page 91

made on the Series B Preferred Stock at the same time such dividend, distribution or issuance is declared, ordered, paid or made on the
Common Stock.
(c) LIMITATION ON DIVIDENDS AND OTHER DISTRIBUTIONS. Unless full cumulative dividends, if any, accrued on all outstanding
shares of the Series B Preferred Stock have been or contemporaneously are declared and paid for all periods prior to and ending on the most
recent Dividend Accrual Date, no dividend shall be declared or paid or set aside for payment or other distribution declared or made upon the
Junior Securities (other than a dividend or distribution paid solely in shares of, or warrants, rights or options solely exercisable for or
convertible into, Junior Securities), nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration, nor
may any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such securities, by the Corporation
(other than redemptions and purchases pursuant to or in accordance with agreements between the Corporation and its or its subsidiaries'
directors, officers and key employees), except by conversion into or exchange for Junior Securities.
4. LIQUIDATION PREFERENCE.
(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation ("Liquidation Event"), the Holders of
Series B Preferred Stock then outstanding shall be entitled to receive, prior and in preference to any distribution of any of the assets of the
Corporation to the holders of Common Stock and other Junior Securities by reason of their ownership thereof, an amount for each share of
Series B Preferred Stock equal to the sum of (i) the Purchase Consideration of such share of Series B Preferred Stock, (ii) the amount of all
Liquidation Accretion Dividends that have been paid pursuant to Section 3(a)(i) with respect to such share of Series B Preferred Stock
(including an amount equal to a prorated dividend pursuant to Section 3(a)(i) for the period from the Dividend Accrual Date immediately
preceding the date of the Liquidation Event through the date of the Liquidation Event), and (iii) all accumulations of accrued but unpaid
dividends payable in cash pursuant to
Section 3(a)(ii) with respect to such share of Series B Preferred Stock (including an amount equal to a prorated dividend pursuant to Section 3
(a)(ii) for the period from the Dividend Accrual Date immediately prior to the receipt of such sum to the date of receipt of such sum), with the
sum of the amounts referred to in clauses (i), (ii) and (iii) referred to herein as the "Liquidation Value". Immediately prior to each issuance of
Series B Preferred Stock and the payment of the Purchase Consideration therefor, the Corporation shall deliver to Sprint a schedule of (i) the
Purchase Consideration for such shares of Series B Preferred Stock, (ii) the amount of the applicable Liquidation Accretion Dividend for each
share of Series B Preferred Stock for each Dividend Payment Date therefor, (iii) the cumulative amount of the Liquidation Value for each share
of Series B Preferred Stock, as of each Dividend Payment Date, and (iv) the Conversion Price for each share of Series B Preferred Stock. The
schedule of (i) the amount of the applicable Liquidation Accretion Dividend for each share of Series B Preferred Stock issued on February 4,
2000, for each Dividend Payment Date therefor, and (ii) the cumulative amount of the Liquidation Value
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