Common use of Conversion of Company Preferred Stock Clause in Contracts

Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company’s Amended and Restated Articles of Incorporation (the “Company Articles”)) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and without interest thereon (the “Series B Preferred Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”). As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company’s 's Amended and Restated Articles of Incorporation (the “"Company Articles”")) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and without interest thereon (the “"Series B Preferred Merger Consideration” " and, together with the Common Merger Consideration, the “"Merger Consideration”"). As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Preferred Stock. Each share (a "Preferred Share") of Series A Convertible Preferred Stock issued and outstanding immediately prior to of the Effective Time shall be cancelled. Each Company, par value $.001 per share of Series B (the "Company Preferred Stock Stock") that is issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Excluded Shares) shall be converted into and become the right to receive an amount equal receive, as provided and subject to the Stated Value of the Series B Preferred Stock (as defined in the Company’s Amended and Restated Articles of Incorporation (the “Company Articles”)) plus all accrued and unpaid dividends on such Series B Preferred Stock (as limitations set forth in the Company Articles) this Article II, an amount in cash and without interest thereon (the “Series B "Preferred Merger Consideration” and"), together with without interest, equal to (i) $0.03 plus (ii) the amount determined by dividing (x) the Merger Consideration plus the Warrant Exercise Proceeds less the Aggregate Preference Amount by (y) the aggregate number of shares of Company Common Merger ConsiderationStock outstanding as of the Effective Time determined on a fully diluted basis as if all outstanding shares of Company Preferred Stock and all outstanding "in the money" Warrants had been converted or exercised, as the “Merger Consideration”)case may be, into Company Common Stock immediately prior to the Effective Time. As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares share of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the cash into which their shares of Company Preferred Stock have been converted by the Merger Consideration, upon surrender of such certificate(s) as provided in accordance with Article 2this Section 2.02(c).

Conversion of Company Preferred Stock. Each share Subject to Section 3.4, the shares of Series A B 8% Cumulative Perpetual Preferred Stock Stock, no par value, of Company ("COMPANY PREFERRED STOCK") issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company’s Amended and Restated Articles of Incorporation (the “Company Articles”)) plus all accrued and unpaid dividends shall be converted into an aggregate of 4,700,000 shares of Parent Common Stock, with each holder of Company Preferred Stock to receive a pro rata portion of such shares of Parent Common Stock based on such Series B holder's ownership of Company Preferred Stock (immediately prior to the Effective Time. Such consideration, together with cash in lieu of fractional shares thereof, as set forth in the Company Articles) in cash and contemplated by Section 3.4, without interest thereon interest, is referred to herein as (the “Series B Preferred Merger Consideration” "PREFERRED STOCK MERGER CONSIDERATION" and, together with the Common Stock Merger Consideration, the “Merger Consideration”"MERGER CONSIDERATION"). As of the Effective Time, all such All shares of Company Preferred Stock Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each the holder of a certificate representing any such ("PREFERRED STOCK CERTIFICATE" and, together with Common Stock Certificates, "STOCK CERTIFICATES") that, immediately prior to the Effective Time, represented outstanding shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration, Consideration to be issued or paid in consideration therefor upon the surrender of such certificate(s) certificate in accordance with Article 2Section 3.3.

Conversion of Company Preferred Stock. Each Subject to Section 2.1(c) and Section 2.3, each share of the Company’s Series A Preferred Stock and Series B Preferred Stock, (each such share, a “Preferred Share”), issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued canceled and outstanding immediately prior cease to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) exist automatically and Dissenting Shares) shall be converted into and become the right to receive (i) with respect to each share of the Company’s Series A Preferred Stock, an amount equal to $32,900,000.00 in cash, without interest (the Stated Value “Series A Preferred Share Consideration”) and (ii) with respect to each share of the Company’s Series B Preferred Stock (as defined Stock, an amount equal to $1,630.875 in the Company’s Amended and Restated Articles of Incorporation (the “Company Articles”)) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and cash, without interest thereon (the “Series B Preferred Merger Share Consideration” and, together with the Common Merger Share Consideration and the Series A Preferred Share Consideration, the “Merger Consideration”). As ) (it being understood and agreed that, notwithstanding anything in this Agreement, the Voting Agreement or any terms of the Effective TimePreferred Shares to the contrary, all such shares (i) any conversion of Company Preferred Stock Shares on or after the date of this Agreement shall no longer be outstanding deemed to be null and void, (ii) any Common Shares issued as a result of any conversion of any Preferred Shares shall automatically be cancelled canceled and retired and shall cease to exist, exist automatically and each holder of a certificate representing no consideration shall be payable in exchange therefor and (iii) any such shares Preferred Shares that were the subject of Company Preferred Stock any such conversion shall be canceled and cease to have any rights with respect thereto, except exist automatically and converted into the right to receive only the Series A Preferred Merger Share Consideration or the Series B Preferred Share Consideration, upon surrender of as applicable, as if such certificate(s) in accordance with Article 2conversion had not occurred).