Pier 1 2009 Annual Report Download - page 168

absence of a quorum for the election of such other directors shall not prevent the
election of the directors to be elected by holders of shares of Formula Rate Preferred
Stock voting as a class and (ii) in the absence of either or both such quorums, a majority
of the holders present in person or by proxy of the stock or stocks which lack a quorum
shall have power to adjourn the meeting for the election of directors which they are
entitled to elect from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. During any period the holders of shares of
Formula Rate Preferred Stock have the right to vote as a class for the directors as
provided in this subparagraph (3), the directors so elected by the holders of the Formula
Rate Preferred Stock shall continue in office until termination of the right of the
holders of the Formula Rate Preferred Stock to vote as a class for two directors, and any
vacancies in the Board of Directors shall be filled only by vote of a majority (which
majority may consist of only a single director) of the remaining directors theretofore
elected by the class or classes of stock which elected the director whose office shall have
become vacant.
(g) The Company shall have the right, but not the obligation, to redeem on or at
any time after February 1, 1990 (the date on which the Company gives notice for such
redemption is called the ‘‘Redemption Date’’) all, but not less than all, of the shares of
the Formula Rate Preferred Stock which are issued and outstanding as of the
Redemption Date, upon the payment of the sum of $1.662⁄3 in cash for each outstanding
share of the Formula Rate Preferred Stock (the ‘‘Redemption Price’’); provided,
however, that in the event the Company effects a stock split, either by way of lawful
stock dividend to the holders of, or a reclassification of the shares of, the Formula Rate
Preferred Stock, then the Redemption Price shall be adjusted to an amount per share
equal to ten (10) times the Formula Rate, as determined pursuant to the procedure set
forth in paragraph (e) of this Certificate of Designation, such adjusted Redemption
Price to take effect from and after the date upon which such Formula Rate shall take
effect. In the event of any such adjustment the Company shall (i) prepare a certificate
setting forth the calculation of the adjusted Redemption Price, which certificate shall be
kept by the Secretary of the Company and made available to any holder of Formula
Rate Preferred Stock who requests such certificate, and which may be set forth in the
same certificate as required by paragraph (e) of this Certificate of Designation, and
(ii) notify holders of such stock of the adjustment. Payment of the Redemption Price
shall be made within 30 days following the Redemption Date to the holders of record as
of the Redemption Date.
(h) On the Redemption Date the Company shall, and before such Redemption
Date the Company may, deposit for the pro rata benefit of the holders of the shares of
the Formula Rate Preferred Stock so called for redemption the funds necessary for such
redemption with a bank or trust company in the Borough of Manhattan, The City of
New York having a capital and surplus of at least $50,000,000. Any monies so deposited
by the Company and unclaimed at the end of five years from the Redemption Date shall
revert to the general funds of the Company. After such reversion, any such bank or trust
company shall, upon demand, pay over to the Company such unclaimed amounts and
thereupon such bank or trust company shall be relieved of all responsibility in respect
thereof to such holder and such holder shall look only to the Company for the payment
of the Redemption Price. Any interest accrued on funds so deposited pursuant to this
paragraph (h) shall be paid from time to time to the Company for its own account.
(i) Upon the deposit of funds pursuant to paragraph (h) in respect of shares of
the Formula Rate Preferred Stock called for redemption, notwithstanding that any
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