Common use of Agreement to Convert Company Preferred Stock Clause in Contracts

Agreement to Convert Company Preferred Stock. Each Stockholder agrees to convert each share of Company Preferred Stock set forth opposite such Stockholder’s name on Schedule A hereto into shares of Company Common Stock (any shares of Company Common Stock obtained by each such Stockholder upon such conversion, “Conversion Shares”) in accordance with the terms of Certificate of Designations of such Company Preferred Stock, dated as of December 18, 2003 (“Certificate of Designation”), but in any case after giving effect to the waiver of dividends contemplated by Section 1.2 if applicable, as provided in Section 1.3(b) unless converted prior to the effectiveness of the conversion contemplated thereby, such that in each case each Stockholder shall hold, beneficially and of record, as of the date of such conversion and thereafter until accepted for payment in the Offer a number of Conversion Shares no less than the number thereof set forth opposite such Stockholder’s name on Schedule A hereto. The date of the effectiveness of such conversion of all such shares of Company Preferred Stock into shares of Company Common Stock shall be referred to as the “Conversion Date.” The Company and each Stockholder that holds Company Preferred Stock hereby waive any and all provisions of the Certificate of Designation regarding the requirements and mechanics of such conversion.