Common use of Certain Undertakings in Connection with a Company Conversion Clause in Contracts

Certain Undertakings in Connection with a Company Conversion. (a) If the Company Conversion occurs and the Company is the resulting corporation, then the Blocker Preferred will be converted into or exchanged for preferred stock of such resulting corporation having terms substantially the same as the terms of the Blocker Preferred. (b) In connection with a Company Conversion, appropriate action shall be taken, if any, to ensure that the Blocker Preferred shall continue to have the practical economic benefits of the material provisions applicable to the Blocker Preferred and the Class E Preferred Membership Interests, including with respect to dividends, liquidation preference, priority, relative rights with respect to other equity interests and the equity value of the Company and its Subsidiaries; provided, for the avoidance of doubt, that the liquidation preference of the equity securities received in the Company Conversion in exchange for the Blocker Preferred shall, immediately after the Company Conversion, be the same as the liquidation preference of the Blocker Preferred immediately before the Company Conversion. Notwithstanding the foregoing, following the Company Conversion, if the issuer of the Blocker Preferred would not otherwise be the same as the issuer of the New Guaranteed Notes, then the Blocker Preferred will be converted into or exchanged for preferred stock of the issuer of the New Guaranteed Notes having terms substantially the same as the terms of the Blocker Preferred.