Agreement not to Convert. In further consideration of the Aggregate Purchase Price and the Fees, provided that the representations and warranties made by Buyer in Section 6 hereof are true and correct on the date of the stockholder meeting in connection with the approval of the Merger with the same effect as though made on such date and Buyer has complied in all material respects with its obligations set forth in this Agreement through such date, Seller hereby agrees it has not and will not exercise its Conversion Rights or, if it has already exercised its Conversion Rights, it hereby withdraws and revokes such exercise and will execute all necessary documents and take all actions required in furtherance of such revocation.
Agreement not to Convert. In further consideration of the Aggregate Purchase Price, the Seller hereby agrees he/it has not and will not exercise his/its Conversion Rights.
Agreement not to Convert. During the term of this Agreement and prior to the occurrence of a Regulatory Change, the Shareholder agrees that it shall not, and shall cause each Shareholder Affiliate not to, Convert shares of Convertible Preferred Stock Beneficially Owned by the Shareholder or any Affiliate into shares of Common Stock except to the extent any such shares of Convertible Preferred Stock are Converted (a) concurrently with the Transfer of such shares to any Person other than the Shareholder or any Shareholder Affiliate or (b) pursuant to the Shareholder's top-up rights as set forth in Section 3.3(a)(i)(B).
Agreement not to Convert. During the term of this Agreement each of Parent and the Shareholder agree that it shall not, and shall cause each Shareholder Affiliate not to, Convert any shares of Series D Preferred Stock Beneficially Owned by the Shareholder or any Affiliate into shares of Common Stock unless (x) the aggregate of the regular cash dividends for the fiscal year immediately prior to such Conversion which would have been payable with respect to all the shares of Common Stock issuable upon Conversion of one share of Series D Preferred Stock is greater than $0.925 (the "Conversion Threshold") and (y) such conversion would not have a material adverse effect on the exemptions from the 1935 Act of the Company or any of its subsidiaries or of Parent, the Shareholder or any Shareholder Affiliate. Special or extraordinary dividends shall not be taken into account in determining whether the Conversion Threshold has been met. Notwithstanding anything contained in this Section 4.7 to the contrary, the Shareholder may convert shares of Series D Preferred Stock into shares of Common Stock in connection with, and immediately prior to, a Transfer pursuant to subsections (a)-(c) and (e) of Section 4.3.
Agreement not to Convert. None of the Sellers shall voluntarily convert its Shares into common shares prior to September 26, 2002.
Agreement not to Convert x. Xxxxxx hereby agrees that, until the shareholders of Sonic Foundry approve the issuance by Sonic Foundry of all of Burish’s currently owned and to be acquired shares of Series A Preferred Stock, as set forth in paragraph b below, Burish will waive his right to convert into Common Stock all or any of the Series A Preferred Stock currently owned or to be acquired by Burish.
b. The agreement of Burish to waive his right to convert all or any of his shares of Series A Preferred Stock into Common Stock contemplated hereby shall no longer be effective at such time as the shareholders of Sonic Foundry approve the issuance of all of Burish’s currently owned and to be acquired shares of Series A Preferred Stock. Sonic Foundry agrees to submit a proposal to its shareholders with respect to approval of such issuance at its next shareholders meeting. Burish and the Company both agree that the shares of Series A Preferred Stock held by Burish will not be voted with respect to approval of such issuance.
Agreement not to Convert. Each Noteholder hereby agrees that it will not seek or attempt to convert the Notes held by it into Class A Common Stock until the sixty-first day following the earlier of: (i) the date of the next shareholder meeting of the Company and (ii) the date that is six months after the Closing Date.
Agreement not to Convert. Purchaser agrees that it will not convert any of the Acquired Shares into the Company’s Class A Common Stock prior to December 31, 2009, and agrees that any certificate issued for the Acquired Shares may have legend placed thereon to the effect that the Acquired Shares are subject to the terms of this Agreement. After December 30, 2009, the Company agrees that it shall issue to the Purchaser a certificate representing the Acquired Shares without any such legend promptly upon request by the Purchaser, provided that any certificate originally issued for such shares is surrendered to the Company at the time such request is made.
Agreement not to Convert. Notwithstanding anything contained in Section 3.1 hereof, the Stockholder agrees that it shall not exercise its right to convert the Shares into Common Stock as a result of the execution of the Merger Agreement except as required by and pursuant to the terms of Section 3.3 hereof.
Agreement not to Convert. In further consideration of the Aggregate Purchase Price, Seller hereby agrees it has not and will not exercise its Conversion Rights with respect to the Shares or, if it has already exercised its Conversion Rights, it hereby agrees to withdraw and revoke such exercise and will execute all necessary documents and take all actions required in furtherance of such revocation.
