Common use of Automatic Conversion Clause in Contracts

Automatic Conversion. Prior to the Stockholder Approval, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Automatic Conversion. Prior to Upon the Stockholder Approvaloccurrence of the Conversion Date, the Series A each share of Convertible Preferred Stock shall not automatically be convertible. Upon the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, converted into such number of fully paid and nonassessable whole non-assessable shares of Class A Common Stock as is obtained determined by multiplying dividing the number Convertible Preferred Original Issue Price in respect of shares to be converted such share by the applicable Convertible Preferred Conversion FactorPrice in respect of such share in effect on the Conversion Date (without any further action by such Stockholders and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent). The In connection with any such conversion, the Corporation shall provide prompt written notice also pay (A) any accrued but unpaid Convertible Preferred Dividends on any shares of Convertible Preferred Stock being converted (including, without limitation, any Convertible Preferred Accreting Dividends not previously paid), which amounts shall be paid in cash out of funds legally available therefor if such payment would not violate any covenants imposed by agreements entered into in good faith governing the indebtedness of the Corporation and its subsidiaries, or, to the Holders extent not so permitted or so available, in shares of Series Class A Preferred Common Stock, based on the fair market value of such Common Stock at such time as reasonably determined in good faith by the Board of Directors as of the date of conversion, and (B) in cash, the value of any conversion effected pursuant fractional share of Class A Common Stock otherwise issuable to this Section 6 but any such Convertible Preferred Stockholder (based on the fair market value of such shares reasonably determined in no event more than two Business Days after good faith by the effective Board of Directors as of the date of conversion). Upon any such conversion. From and after any conversion effected pursuant to this Section 6, the Holders certificates of the Series A Convertible Preferred Stock shall have represent the right to receive the shares of Class A Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such and other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be consideration issuable upon the conversion of such Stock. Convertible Preferred Stockholders shall surrender the then outstanding certificates representing such shares at the office of the Corporation or any transfer agent for such Stock. Thereupon, there shall be issued and delivered to such Stockholders promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Series Class A Common Stock into which the shares of Convertible Preferred StockStock surrendered were convertible on the date on which such automatic conversion occurred. The Corporation covenants that all shall not be obligated to issue certificates evidencing the shares of Class A Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of such conversion unless the certificates for evidencing such shares of the Common Stock on conversion of the Series A Convertible Preferred Stock shall be made without charge are either delivered to the Corporation or its transfer agent, or the Stockholder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any Holder for any documentary stamp or similar taxes that may be payable loss incurred by it in respect of the issue or delivery of connection with such certificates.

Automatic Conversion. Prior to Upon the Stockholder ApprovalEffective Date of the Reverse Split (the “Automatic Conversion Date”), the each share of Series A C Preferred Stock shall not be convertible. Upon the Stockholder Approval, the will automatically convert into shares of the Corporation’s post-Reverse Split Common Stock (the “Automatic Conversion”), at the rate of Nine (9) post-Reverse Split share of the Company’s Common Stock for each One (1) share of Series A C Preferred Stock then outstanding shall automatically convertheld by each Holder of Series C Preferred (the “Conversion Rate”), without any required action on by the part Holder thereof. As soon as practicable after the Automatic Conversion, each stock certificate (if any) evidencing ownership of the Series C Preferred shares (the “Series C Preferred Stock Certificate(s)”), shall be surrendered to the Corporation for exchange by the Holders thereof. Upon receipt of the Series C Preferred Stock Certificates, duly endorsed, or certifications confirming the ownership of such Series C Preferred Stock, the Corporation (itself, or through its transfer agent) shall promptly issue to the exchanging Holder thereof and without payment of any additional consideration other than the payment of par value for the shares, into such that number of fully paid and nonassessable whole shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock being converted, under the Conversion Rate (the “Conversion Shares”). All Common Stock issued to the exchanging Holder will be issued as is obtained by multiplying Restricted Shares. In the number event that the Series C Preferred Stock Certificates are not surrendered to the Corporation within Five (5) Business Days of shares to be converted the Automatic Conversion Date, each Series C Preferred Stock Certificate shall automatically, and without any required action by the applicable Holders thereof be cancelled and terminated and the Conversion Factor. The Corporation Shares shall provide prompt written notice be issued to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the prior Holders of the Series A C Preferred Stock shall have Certificates pursuant to and in connection with the right Conversion Rate and mailed to receive such Holders at their address of record as provided by such Holders to the shares of Corporation. All Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted issued to the Corporation at its principal office (or such other office or agency of the Corporation exchanging Holder will be issued as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the Restricted shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates.

Automatic Conversion. Prior Subject to the Stockholder Approvalterms and conditions of this Deposit Agreement and the Authorizing Resolutions, on the Series A Automatic Conversion Date all outstanding shares of Convertible Preferred Stock represented by the Depositary Shares shall be converted into shares of Class A Common Stock (and cash in lieu of fractional shares of Class A Common Stock) at the conversion rate then in effect in respect of the Convertible Preferred Stock determined in accordance with the Authorizing Resolutions and as set forth in a written notice to be delivered to the Depositary from time to time by the Company pursuant to the Authorizing Resolutions. The Depositary shall, as directed by the Company, mail, first class postage prepaid, notice of such Automatic Conversion, not less than five and not more than 15 days prior to the Automatic Conversion Date. Such notice shall be convertiblemailed to each holder of Depositary Shares as evidenced by receipts at the address of such holder as the same appears on the records of the Depositary at the close of business on the second Business Day immediately preceding the date on which the mailing of such notices is commenced; but neither the failure to mail any such notice to one or more holders nor any defect in any notice shall affect the sufficiency of the proceedings for Automatic Conversion. Upon The Company shall provide the Stockholder ApprovalDepositary with such notice, and each such notice shall state: (i) the Automatic Conversion Date; (ii) that all outstanding shares of Convertible Preferred Stock represented by the Depositary Shares on the Automatic Conversion Date will be automatically converted into shares of Class A Common Stock and the conversion rate at which such Automatic Conversion shall occur; (iii) the amount of accrued and unpaid dividends, if any, payable with respect to each Depositary Share representing the shares of Series A Convertible Preferred Stock then outstanding to be so converted and the amount of such dividends that will be paid in cash and/or in shares of Class A Common Stock; (iv) the place or places where Receipts to be so converted are to be surrendered for conversion; and (v) such additional information as the Company in its discretion deems appropriate. The Company shall automatically convertmake such arrangements as it deems appropriate for the issuance of certificates, without if any, representing shares of Class A Common Stock (both for purposes of the automatic conversion of shares of Convertible Preferred Stock and for purposes of any action dividend payment by the Company of shares of Class A Common Stock in respect of accrued and unpaid dividends on the part Convertible Preferred Stock, in each case in accordance with the Authorizing Resolutions), and for any payment of cash in respect of accrued and unpaid dividends on the Convertible Preferred Stock or cash in lieu of fractional shares, if any, in each case in accordance with the Authorizing Resolutions, in exchange for and contingent upon the surrender of Receipts. Following the Automatic Conversion Date and receipt by the Depositary of the Holder thereof and without payment Company’s notice as provided above in the second paragraph of any additional consideration other than this Section 2.05, upon receipt by the payment Depositary of par value a Receipt surrendered in accordance with this Section 2.05, the Depositary shall (a) give written notice to the transfer agent for the shares, into such number Convertible Preferred Stock of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written notice to the Holders of Series A Convertible Preferred Stock of any represented by Depositary Shares as evidenced by such Receipt surrendered for conversion effected pursuant to this Section 6 but in no event more than two Business Days after and the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Class A Common Stock as shall to be issuable delivered upon the conversion of the then outstanding such shares of Series A Convertible Preferred Stock. The Corporation covenants that all Stock and the amount of immediately available funds, if any, to be delivered to the holders of the Depositary Shares as evidenced by Receipts in payment in lieu of any fractional shares of Class A Common Stock that otherwise issuable, (b) cancel the Depositary Share certificate representing the Receipts surrendered to the Depositary, or, if a Registrar for Depositary Shares certificates (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Depositary Share certificate as evidenced by such Receipts, and (c) deliver to the transfer agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by such Depositary Shares as evidenced by the Receipts, which such certificates shall thereupon be so issuable cancelled by the transfer agent or other authorized agent. As promptly as practicable after such transfer agent or other authorized agent of the Company has received such certificates from the Depositary, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Class A Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares, and as determined by the Company to be necessary and as specified in writing by the Company, and (b) subject to the next succeeding sentence, the Depositary is hereby authorized and instructed to, and shall, upon issuedeliver at its Depositary’s Office or such other offices as the Depositary may from time to time designate, be duly authorized, validly issued, fully paid and nonassessable. The issuance (i) a certificate or certificates evidencing the number of certificates for shares of the Class A Common Stock on conversion into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted, and as provided by the Company (both for purposes of the Series A Automatic Conversion of shares of Convertible Preferred Stock shall be made without charge to and for purposes of any Holder for any documentary stamp or similar taxes that may be payable dividend payment by the Company of shares of Class A Common Stock in respect of accrued and unpaid dividends on the issue or Convertible Preferred Stock, in each case in accordance with the Authorizing Resolutions) and (ii) cash, as determined and specified in writing by the Company (x) in lieu of receiving fractional shares of Class A Common Stock in accordance with Section 2.08 and (y) in an amount equal to any accrued and unpaid dividends on the shares of Convertible Preferred Stock then outstanding, in each case determined by the Company (with a copy of such determination to the Depositary) in accordance with the provisions of the Authorizing Resolutions. Delivery of Class A Common Stock and other property may be made by the delivery of certificates and other proper documents of title, which, if required by law, shall be properly endorsed or accompanied by proper instruments of transfer. If such certificatesdelivery is to be made otherwise than at the Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.

Automatic Conversion. Prior to the Stockholder Approval, the Series A Preferred Stock shall not be convertible. Upon the Stockholder Approval, the The principal of this Note will automatically convert into shares of Series A Preferred Class B Stock then outstanding shall automatically convert, without any action act required on the part of the Holder holder hereof on the close of business on the date (the "Conversion Date") which is the later of (i) March __, 2001, or (ii) the Conversion Event Date. The Conversion Event Date shall be the first business day following the occurrence of Conversion Event. A Conversion Event shall mean the conversion of one or more Class A Notes so that at least 75% in principal amount of the Class A Notes originally issued under the Indenture in the Offering (defined in the Note Purchase Agreement), including any Class A Notes issued upon exercise of the overallotment option, shall have been converted (whether on or before the date of such occurrence) by the holders thereof and without payment of any additional consideration other than the payment of par value for the shares, into such number of fully paid and nonassessable whole shares of Common Class A Stock of the Company. The conversion price is $____ per share, subject to adjustment in certain events as is obtained by multiplying provided herein. To determine the number of shares to be converted of Class B Stock issuable upon automatic conversion of this Note, divide the principal amount hereof by the applicable Conversion Factorconversion price in effect on the conversion date and round the result to the nearest 1/100th share. The Corporation shall provide prompt written notice to the Holders of Series A Preferred Stock Company will deliver a check in lieu of any fractional share. On conversion effected pursuant to no payment or adjustment for interest accrued on this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversionNote will be made. The Corporation covenants that it will at all times reserve conversion price and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of Class B Stock into which the Common Stock as Note is convertible shall be issuable upon adjusted in the same manner and at the same time as the Class A Notes are or would be adjusted pursuant to Article Ten of the Indenture so that the conversion price under this Note is at all times the same as the conversion price then applicable to the Class A Notes (or if the Class A Notes are no longer outstanding on the Conversion Date, the same as the conversion price applicable to the Class A Notes would have been if they had been outstanding on such Conversion Date). The Company shall promptly give the Holder written notice of any adjustment in the conversion price. Such conversion as set forth in the preceding paragraph shall be automatic on the Conversion Date specified if a Conversion Event Date has occurred and from and after the Conversion Date this Note shall be deemed to be no longer outstanding and shall represent the number of shares of Class B Stock into which this Note was converted on such Conversion Date. To receive stock certificates for Class B Stock upon automatic conversion of this Note, the Holder must surrender this Note to the Company, attention Treasurer, at its principal executive office in the United States. Notwithstanding any other provision of this Note, this Note shall become convertible at the option of the then outstanding Holder into shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Class B Stock that shall be so issuable shallin the same manner, upon issue, be duly authorized, validly issued, fully paid at the same conversion price (as from time to time adjusted) and nonassessable. The issuance of certificates for shares with the same effect as provided in Article Ten of the Common Indenture with respect to Class A Stock issuable on conversion of Class A Notes if and only if the Series A Preferred Stock Holder shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect an assignee of the issue or delivery original Holder of this Note and such certificatesassignee is not an affiliate of the Company. Except as provided in the preceding paragraph with respect to an assignee who is not an affiliate, this Note shall not be converted unless a Conversion Event shall have occurred.

Automatic Conversion. Prior As of the date of automatic conversion pursuant to paragraph IV.G(2)(b) (the “Automatic Conversion Date”), all applicable shares of Senior Preferred shall be converted automatically into shares of Convertible Common and Redeemable Preferred without any further action by the holders of such shares and whether or not the certificates representing such shares of Senior Preferred are surrendered to the Stockholder ApprovalCorporation. On the Automatic Conversion Date, all rights with respect to the Series A Senior Preferred Stock so converted shall not be convertible. Upon the Stockholder Approvalterminate, the shares of Series A Preferred Stock then outstanding shall automatically convert, without except (A) any action on the part of the Holder rights of the holders thereof and without payment upon surrender of any additional consideration other than the payment their certificate or certificates therefor or delivery of par value an affidavit of loss thereof to receive certificates for the shares, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares of Convertible Common and Redeemable Preferred into which such shares of Senior Preferred have been converted and (B) for the avoidance of doubt, such termination shall not impact or otherwise limit or terminate any of the rights of the holders of Redeemable Preferred and Convertible Common issuable upon conversion of such Senior Preferred (including any right to be converted by the applicable Conversion Factorelect redemption which may have been made prior to any such conversion). The Corporation shall provide prompt written notice not be obligated to issue certificates evidencing the shares of Convertible Common and Redeemable Preferred issuable upon such automatic conversion unless the certificates evidencing such shares of Senior Preferred are either delivered to the Holders Corporation as provided above, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of Series A a lost certificate, issue and deliver at such office to such holder of Senior Preferred, a certificate or certificates for the number of shares of Convertible Common or Redeemable Preferred Stock to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion effected pursuant into fractional shares of Convertible Common or Redeemable Preferred. If the Auto Conversion Event was due to this Section 6 but in no event more than two Business Days after an Offering, such conversion shall be deemed to have been made immediately prior to and shall be contingent upon the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders closing of the Series A Preferred Stock shall have Offering, and the right person or persons entitled to receive the shares of Redeemable Preferred and Convertible Common Stock to which they are entitled issuable upon surrender such conversion shall be treated for all purposes as the record holder or holders of the certificate or certificates representing the such shares of Series A Redeemable Preferred Stock so converted to the Corporation at its principal office (or and Convertible Common on such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesdate.

Automatic Conversion. Prior (a) All outstanding shares of Series A Preferred Stock shall be deemed automatically converted into shares of Common Stock at the then effective applicable Conversion Price upon the effective date of a registration statement covering the public offering by the Corporation of its Common Stock under the Securities Act of 1933, as amended (“Securities Act”) on a fully underwritten, firm commitment basis, where the aggregate net proceeds to the Stockholder ApprovalCorporation (after deduction of underwriting discounts and commissions) is not less than $15,000,000 and the per share sales price of such securities equals or exceeds $7.00 (such amount to be equitably adjusted upon the occurrence of any stock split, stock dividend, combination, reclassification or other similar event) (an “Automatic Conversion Event”). On or after the date of occurrence of an Automatic Conversion Event, and in any event within 10 days after receipt of notice, by mail, postage prepaid from the Corporation of the occurrence of such event, each holder of record of shares of Series A Preferred Stock shall surrender such holder’s certificates evidencing such shares at the principal office of the Corporation or at such other place as the Corporation shall designate, and shall thereupon be entitled to receive certificates evidencing the number of shares of Common Stock into which such shares of Series A Preferred Stock are converted and cash as provided in subsection 4.2.5.(b) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Series A Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Series A Preferred Stock shall not be convertible. Upon have been surrendered at the Stockholder Approval, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part office of the Holder thereof and without payment of any additional consideration other than the payment of par value for the sharesCorporation, into such number of fully paid and nonassessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor. The Corporation shall provide prompt written that notice to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, from the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date not have been received by any holder of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out record of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants , or that all the certificates evidencing such shares of Common Stock that shall not then be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge actually delivered to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificatesholder.

Automatic Conversion. Prior to To provide for the Stockholder Approvalauthorization of a sufficient number of authorized and unissued and unreserved shares of the Class A common stock into which the Preferred Stock (and, by virtue of such conversion, AMC Preferred Equity Units) can convert in full, the Series Company may seek to obtain the requisite stockholder approval, at such time or times as the board of directors in its sole discretion shall determine, of an amendment to its amended and restated certificate of incorporation to increase the number of authorized shares of Class A common stock to a number at least sufficient to permit the full conversion of the then- outstanding shares of Preferred Stock shall not into Class A common stock, or to such higher number of authorized shares of Class A common stock (which may be convertibleissued for any purpose) as the Company’s board of directors may determine in its sole discretion. Under Delaware law, the affirmative vote of holders of at least a majority in voting power of the Company’s outstanding capital stock will be required for stockholder approval of the common stock amendment. The holders of the AMC Preferred Equity Units will be entitled to vote on the common stock amendment. Upon the Stockholder Approvalterms and in the manner described below under “Description of the Preferred Stock — Conversion Procedures,” at 9:30 a.m., New York City time, on the first business day following the effectiveness of the common stock amendment, all of the issued and outstanding shares of Series A Preferred Stock then outstanding shall will automatically convert, without any convert in full with no action on the part of holders into Class A common stock at the Holder thereof then-applicable conversion rate and without payment the Preferred Stock will cease to exist. Because each AMC Preferred Equity Unit represents an interest in one one-hundredth (1/100th) of any additional consideration other than the payment a share of par value for the sharesPreferred Stock, and upon conversion one (1) share of Preferred Stock is convertible into such number of fully paid and nonassessable whole one- hundred (100) shares of Common Stock Class A common stock, each AMC Preferred Equity Unit would represent an interest in one (1) share of Class A common stock upon conversion and such Class A common stock will be deliverable upon conversion in respect of each AMC Preferred Equity Unit, in each case subject to adjustments as is obtained by multiplying the number described herein. After delivery of shares to be converted Class A common stock by the applicable Conversion Factor. The Corporation shall provide prompt written notice transfer agent to the Holders of Series A Preferred Stock of any conversion effected pursuant to this Section 6 but in no event more than two Business Days after the effective date of such conversion. From and after any conversion effected pursuant to this Section 6, the Holders of the Series A Preferred Stock shall have the right to receive the shares of Common Stock to which they are entitled upon surrender of the certificate or certificates representing the shares of Series A Preferred Stock so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Preferred Stock) along with a check for the par value of the shares. Upon such surrender, the Corporation shall pay to the Holder in cash all accrued and unpaid Series A Dividends to the date of the automatic conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon Depositary following conversion of the Series A Preferred Stock, as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders, not less than such aggregate Depositary will transfer the proportional number of shares of Class A common stock to the Common Stock as shall be issuable upon holders of AMC Preferred Equity Units by book-entry transfer through DTC or, if such holders’ interests are in certificated depositary receipts or held through the conversion book-entry settlement system of the then outstanding Depositary, by delivery of common stock certificates or book-entry transfer through the Depositary, as applicable, for such number of shares of Series Class A common stock. In the event that the holders of AMC Preferred Stock. The Corporation covenants that all Equity Units would be entitled to receive fractional shares of Common Stock that shall be so issuable shallClass A common stock, upon issuethe Depositary will pay such holders cash in lieu of such fractional shares, be duly authorized, validly issued, fully paid and nonassessable. The issuance of certificates for shares as described under “Description of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates— Fractional Shares” below.