Office Depot 2012 Annual Report Download - page 109

(iii) During any default period, the holders of shares of Common Stock and Shares of Series C Preferred Stock, and
other classes or series of stock of the Corporation, if applicable, shall continue to be entitled to elect (voting together as a class) all the
Directors other than the two Directors to be elected pursuant to paragraph (C)(i) hereof by 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).
(iv) Immediately upon the expiration of a default period, (x) the right of the holders of Shares of Series C Preferred
Stock to elect Directors pursuant to paragraph (C)(i) hereof shall cease (subject to re-vesting in the event of each and every
subsequent default of the character mentioned in paragraph (C)(i) above), and (y) the term of any Directors elected by the holders of
Shares of Series C Preferred Stock pursuant to paragraph (C)(i) hereof shall terminate.
(D) Except as set forth herein, holders of Shares of Series C Preferred Stock shall have no special voting rights and their
consents shall not be required (except to the extent they are entitled to vote with holders of share of Common Stock as set forth
herein) for taking any corporate action.
Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Shares of
Series C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding Shares of Series C Preferred Stock shall have been paid in full, the Corporation
shall not
(i) declare or pay dividends on, or make any other distributions on, any shares of Junior Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of Parity Stock, except dividends paid
ratably on Shares of Series C Preferred Stock and shares of all such Parity Stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of such Shares and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any Junior Stock, provided, however, that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any such Junior Stock in exchange for shares
of any Junior Stock;
(iv) redeem or purchase or otherwise acquire for consideration any Shares of Series C Preferred Stock, or any Parity
Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective
annual dividend rates, and other relative rights and preferences of the respective series and classes, shall determine in good
faith, will result in fair an equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
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