Dividends
Holders of shares of the Series B Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the "Board"), or an authorized committee of the Board, out of funds lawfully available for payment, cumulative regular dividends at an annual rate of 3.00% per share of the liquidation preference of $1,000 per share of Series B Preferred Stock, payable in cash. Dividends on the Series B Preferred Stock will be payable quarterly on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2015 (each, a "regular dividend payment date"), at such annual rate, and shall accumulate from the most recent date as to which regular dividends shall have been paid or, if no regular dividends have been paid, from the date of issuance of the Series B Preferred Stock, whether or not in any regular dividend period or periods there have been funds lawfully available for the payment of such regular dividends. A "regular dividend period" shall refer to a period commencing on, and including, a regular dividend payment date (or if no regular dividend payment date has occurred, commencing on, and including, the Issue Date), and ending on, and including, the day immediately preceding the next succeeding regular dividend payment date. Without the written consent of holders of a majority in aggregate liquidation preference of the Series B Preferred Stock, the Company shall not declare or pay any dividends on the Common Stock of the Company (the "Common Stock") (whether payable in cash, securities or other property or assets), unless the holders of the shares of Series B Preferred Stock then outstanding shall simultaneously receive participating dividends as if the shares of Series B Preferred Stock had been converted into shares of the Common Stock using the then applicable initial conversion price of $2.25 per share (the "Initial Conversion Price") immediately preceding the record date for determining the shareholders eligible to receive such Common Stock dividends. We do not anticipate paying any cash dividends on our Common Stock at this time or for the foreseeable future.
