Common use of Conversion at the Option of the Corporation Clause in Contracts

Conversion at the Option of the Corporation. On any date following the earlier to occur of (i) the date, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price on the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A Preferred Shares and the Corporation will promptly take all actions necessary to make any such required filings and cooperate in connection with any such required filings.

Conversion at the Option of the Corporation. On any or after the date following of the earlier to occur completion of the Closing (i) the date, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment as defined in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”Framework Agreement), and (ii) the eighth anniversary of Corporation shall have the Date of Issuanceright, if (A) no Forced Conversion Noncompliance Event has occurred and is continuingat its option, (B) there is an effective Shelf Registration Statement covering the resale of to cause some or all of the Registrable Securities and shares of Series A Preferred Stock to be converted into shares of Common Stock at the Conversion Rate if, for twenty-five (C25) in Trading Days (whether or not consecutive) within any period of forty (40) consecutive Trading Days ending on the case of Trading Day preceding the date the Corporation delivers a Stock Price Forced Corporation Conversion EventNotice, the Closing Price on of the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than Common Stock exceeds $10.25 35.00 per share (subject to a proportionate ratable adjustment for reverse and forward stock splits and stock combinations (and similar transactions) of the Common Stock that occur after [closing date], 2014) (the “Corporation Conversion Right”); provided, however, that if the Corporation Conversion Right becomes exercisable before the seventh (7th) anniversary of the date of the completion of the Closing (as defined in the event Framework Agreement), the Corporation shall obtain the written approval of the Holders of a stock split, stock dividend, combination or other proportionate reduction or increase to majority of the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, shares of the Series A Preferred Shares into Stock prior to exercising such right (which approval may be withheld by each Holder in its sole and absolute discretion). Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, in the event the Corporation exercises the Corporation Conversion Right and at such time a number of Holder, together with its Affiliates, exceeds the Ownership Cap or following any such conversion would exceed the Ownership Cap (any such shares of Common Stock per Series A Preferred Share equal in excess of the Ownership Cap, the “Mandatory Excess Shares”), the Corporation shall have the right, exercisable in its sole discretion, to elect (i) not to cause the conversion of such Mandatory Excess Shares or (ii) to convert such Mandatory Excess Shares and deliver such Mandatory Excess Shares to the quotient determined by dividing Holder in which event the Holder shall use reasonable best efforts to sell such Mandatory Excess Shares in the open market as promptly as practicable and in any event within three (x3) months of such delivery. For the sum avoidance of doubt, the Corporation shall not pay any cash to a Holder in respect of such conversion or otherwise settle any such conversion in cash, other than the right of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then Holder to receive payment in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with lieu of any such conversion, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation fraction of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A Preferred Shares and the Corporation will promptly take all actions necessary to make any such required filings and cooperate a share in connection with any such required filingsexchange therefor.

Conversion at the Option of the Corporation. On any date following the earlier Subject to occur of (i) the date, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”Section 7(b), the Corporation shall have the right, at its option to convert, at any time and (ii) the eighth anniversary from time to time, all or any portion of the Date of Issuance, if Designated Preferred Stock (A) but in no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all event less than one share of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price on the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Designated Preferred Stock), then the Corporation may, cause the conversion of all, but ( subject at any time prior to the Conversion Cap and date that is nine (9) months following the Conversion Restriction) not less than all, date of the Series A Preferred Shares Exchange Agreement ("Early Conversion"), into a number of Shares equal to the product of the then-applicable Conversion Rate and the number of shares of Designated Preferred Stock selected for conversion; provided, however, notwithstanding anything in this Certificate of Determination to the contrary, holders of Designated Preferred Stock shall not be entitled to convert shares of Designated Preferred Stock until the converting holder has first received any applicable Regulatory Approvals. In addition to the number of Shares issuable upon Early Conversion, the holders of shares of Designated Preferred Stock subject to Early Conversion shall have the right to receive (in cash or shares of Common Stock per Series A Preferred Share equal to at the quotient determined by dividing (x) the sum option of the Liquidation Value, plus Corporation in accordance with Section 6(e)) any accrued and unpaid dividends on such shares for the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding period commencing on the terms set forth herein after such conversion. In connection with any such conversiondate that is 31 days following the Original Issue Date to, any Unpaid Series A Dividends shall be deemed to convert into but excluding, the Early Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoingDate (including, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976if applicable, as amendedprovided in Section 3(a) above, dividends on such amount), regardless of whether any dividends are actually declared; provided, however, that are required for such Forced in the event that the Early Conversion Date with respect to all or any portion of the Designated Preferred Stock occurs on or after 45 days from the Original Issue Date, then the holders of shares of Designated Preferred Stock subject to Early Conversion shall have been made the right to receive (in cash or shares of Common Stock at the option of the Corporation in accordance with Section 6(e)) any accrued and obtained by unpaid dividends on such shares from the Corporation; accordinglyperiod commencing on the Original Issue Date to, but excluding, the holders of the Series A Preferred Shares and the Corporation will promptly take all actions necessary to make any Early Conversion Date (including, if applicable, as provided in Section 3(a) above, dividends on such required filings and cooperate in connection with any such required filingsamount).

Conversion at the Option of the Corporation. On Subject to SECTION 5(b) and SECTION 7, on and after the two (2) year anniversary of the Series 4 Original Issuance Date, at the Corporation’s option and election and upon its compliance with this SECTION 5(c), and in the case of the Investor and any Permitted Transferee upon receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to such required antitrust approvals), all outstanding Convertible Preference Shares shall be converted automatically into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the Conversion Amount following written notice by the Corporation to the holders of Convertible Preference Shares notifying such holders of the conversion contemplated by this SECTION 5(c), which conversion shall occur on the date specified in such notice, which shall not be less than ten (10) Business Days following the earlier date of such notice (or in the case of the Investor and any Permitted Transferee the later of (A) the date of receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to occur such required antitrust approvals)) and (B) ten (10) Business Days following the date of such notice), provided, that (i) prior to the datefive-year anniversary of the Series 4 Original Issuance Date, such notice may be delivered by the Corporation (and such Convertible Preference Shares may be converted into Class A Shares pursuant to this SECTION 5(c)) only if any, that the average Closing Price during any 20 per Class A Share for the thirty (30) consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price ending on the Trading Day immediately preceding the date on which the Corporation delivers prior to delivery of a notice of conversion pursuant to Section 8(cthis SECTION 5(c) is greater than $10.25 was at or above 125% of the then-applicable Conversion Price and (subject to a proportionate adjustment in ii) following the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, five-year anniversary of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value4 Original Issuance Date, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall notice may be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise delivered by the Corporation (and such Convertible Preference Shares may be converted into Class A Shares pursuant to this SECTION 5(c)) only if the Closing Price per Class A Share for the thirty (30) consecutive Trading Day period ending on the Trading Day immediately prior to delivery of its rights under a notice of conversion pursuant to this Section 8(bSECTION 5(c) was at or above 100% of the then-applicable Conversion Price; provided further, that following a Specified Event, the Corporation shall not be referred entitled to as convert the “Forced Conversion”Convertible Preference Shares. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of Convertible Preference Shares shall continue to have the Series A Preferred right to convert their Convertible Preference Shares pursuant to SECTION 5(a) until and through the Conversion Date contemplated in this SECTION 5(c) and if such Convertible Preference Shares are converted pursuant to SECTION 5(a) such shares shall no longer be converted pursuant to this SECTION 5(c) and the Corporation will promptly take all actions necessary Corporation’s notice delivered to make any the holders pursuant to this SECTION 5(c) shall be of no effect with respect to such required filings and cooperate in connection with any such required filingsshares converted pursuant to SECTION 5(a).

Conversion at the Option of the Corporation. On Subject to SECTION 6(b) and SECTION 8, at the Corporation’s option and election and upon its compliance with this SECTION 6(c), and in the case of the Investor and any Permitted Transferee upon receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to such required antitrust approvals), all outstanding Series 6 Preferred Shares shall be converted automatically into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the Conversion Amount following written notice by the Corporation to the holders of Series 6 Preferred Shares notifying such holders of the conversion contemplated by this SECTION 6(c), which conversion shall occur on the date specified in such notice, which shall not be less than ten (10) Business Days following the earlier date of such notice (or in the case of the Investor and any Permitted Transferee the later of (A) the date of receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to occur such required antitrust approvals)) and (B) ten (10) Business Days following the date of such notice), provided, that (i) prior to March 14, 2024, such notice may be delivered by the date, Corporation (and such Series 6 Preferred Shares may be converted into Class A Shares pursuant to this SECTION 6(c)) only if any, that the average Closing Price during any 20 per Class A Share for the thirty (30) consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price ending on the Trading Day immediately preceding the date on which the Corporation delivers prior to delivery of a notice of conversion pursuant to Section 8(cthis SECTION 6(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination was at or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, above 125% of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the then-applicable Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after and (ii) following March 14, 2024, such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall notice may be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise delivered by the Corporation (and such Series 6 Preferred Shares may be converted into Class A Shares pursuant to this SECTION 6(c)) only if the Closing Price per Class A Share for the thirty (30) consecutive Trading Day period ending on the Trading Day immediately prior to delivery of its rights under a notice of conversion pursuant to this Section 8(bSECTION 6(c) was at or above 100% of the then-applicable Conversion Price; provided further, that following a Specified Event, the Corporation shall not be referred entitled to as convert the “Forced Conversion”Series 6 Preferred Shares. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A 6 Preferred Shares shall continue to have the right to convert their Series 6 Preferred Shares pursuant to SECTION 6(a) until and through the Conversion Date contemplated in this SECTION 6(c) and if such Series 6 Preferred Shares are converted pursuant to SECTION 6(a) such shares shall no longer be converted pursuant to this SECTION 6(c) and the Corporation will promptly take all actions necessary Corporation’s notice delivered to make any the holders pursuant to this SECTION 6(c) shall be of no effect with respect to such required filings and cooperate in connection with any such required filingsshares converted pursuant to SECTION 6(a).

Conversion at the Option of the Corporation. On Subject to SECTION 5(b) and SECTION 7, on and after the two (2) year anniversary of the Series 6 Original Issuance Date, at the Corporation’s option and election and upon its compliance with this SECTION 5(c), and in the case of the Investor and any Permitted Transferee upon receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to such required antitrust approvals), all outstanding Convertible Preference Shares shall be converted automatically into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the Conversion Amount following written notice by the Corporation to the holders of Convertible Preference Shares notifying such holders of the conversion contemplated by this SECTION 5(c), which conversion shall occur on the date specified in such notice, which shall not be less than ten (10) Business Days following the earlier date of such notice (or in the case of the Investor and any Permitted Transferee the later of (A) the date of receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to occur such required antitrust approvals)) and (B) ten (10) Business Days following the date of such notice), provided, that (i) prior to the datefive-year anniversary of the Series 6 Original Issuance Date, such notice may be delivered by the Corporation (and such Convertible Preference Shares may be converted into Class A Shares pursuant to this SECTION 5(c)) only if any, that the average Closing Price during any 20 per Class A Share for the thirty (30) consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price ending on the Trading Day immediately preceding the date on which the Corporation delivers prior to delivery of a notice of conversion pursuant to Section 8(cthis SECTION 5(c) is greater than $10.25 was at or above 125% of the then-applicable Conversion Price and (subject to a proportionate adjustment in ii) following the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, five-year anniversary of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value6 Original Issuance Date, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall notice may be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise delivered by the Corporation (and such Convertible Preference Shares may be converted into Class A Shares pursuant to this SECTION 5(c)) only if the Closing Price per Class A Share for the thirty (30) consecutive Trading Day period ending on the Trading Day immediately prior to delivery of its rights under a notice of conversion pursuant to this Section 8(bSECTION 5(c) was at or above 100% of the then-applicable Conversion Price; provided further, that following a Specified Event, the Corporation shall not be referred entitled to as convert the “Forced Conversion”Convertible Preference Shares. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of Convertible Preference Shares shall continue to have the Series A Preferred right to convert their Convertible Preference Shares pursuant to SECTION 5(a) until and through the Conversion Date contemplated in this SECTION 5(c) and if such Convertible Preference Shares are converted pursuant to SECTION 5(a) such shares shall no longer be converted pursuant to this SECTION 5(c) and the Corporation will promptly take all actions necessary Corporation’s notice delivered to make any the holders pursuant to this SECTION 5(c) shall be of no effect with respect to such required filings and cooperate in connection with any such required filingsshares converted pursuant to SECTION 5(a).

Conversion at the Option of the Corporation. On Subject to the Required Conditions contained in Paragraph D of this Article VI, the Corporation may require each holder of shares of Series A Preferred Stock, at any date time following (a) at least eighteen (18) months from the earlier to occur of Issuance Date, and (ib) the datedate that shares of the Corporation’s common stock have been trading at or above 200% of the Conversion Price (as the Conversion Price may be adjusted from time to time pursuant to Article X) for a period of ten consecutive trading days, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) convert (a “Mandatory Conversion”) each of its shares of Series A Preferred Stock Price Forced into a number of fully paid and nonassessable shares of Common Stock determined in accordance with the Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of Price. In order to effect a Stock Price Forced Conversion EventMandatory Conversion, the Closing Price on the Trading Day immediately preceding the date on which the Corporation delivers shall deliver written notice of conversion pursuant to Section 8(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, holders of the Series A Preferred Shares into a number Stock no more than thirty (30) days prior to and no less than ten (15) days prior to the Conversion Date stated in such notice. Thereafter, the Corporation and the holders of shares of Common Stock per the Series A Preferred Share equal to Stock shall follow the quotient determined by dividing applicable conversion procedures set forth in Article IV.B (x) including the sum of requirement that the Liquidation Value, plus holders deliver the Preferred Stock Certificates representing the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not Stock being converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with any such conversionCorporation); provided, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordinglyhowever, the holders of the Series A Preferred Shares and Stock shall not be required to deliver a Notice of Conversion to the Corporation. In the event the Corporation will promptly take all actions necessary elects to make any such required filings and cooperate in connection with any such required filingsconvert only a portion of the outstanding shares of Series A Preferred Stock pursuant to this Article IV.C, the outstanding shares of Series A Preferred Stock shall be converted pro rata among the holders of the Series A Preferred Stock based upon their aggregate relative ownership of outstanding shares of Series A Preferred Stock as of the Conversion Date.

Conversion at the Option of the Corporation. On any date following the earlier to occur of (i) the date, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 7.98 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth fifth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price on the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than $10.25 7.98 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( (subject to the Conversion Cap and the Conversion Restriction) not less than all, of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A Preferred Shares and the Corporation will promptly take all actions necessary to make any such required filings and cooperate in connection with any such required filings.

Conversion at the Option of the Corporation. On Subject to SECTION 6(b) and SECTION 8, at the Corporation’s option and election and upon its compliance with this SECTION 6(c), and in the case of the Investor and any Permitted Transferee upon receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to such required antitrust approvals), all outstanding Series 8 Convertible Preferred Shares shall be converted automatically into a number of duly authorized, validly issued, fully paid and nonassessable Class A Shares equal to the Conversion Amount following written notice by the Corporation to the holders of Series 8 Convertible Preferred Shares notifying such holders of the conversion contemplated by this SECTION 6(c), which conversion shall occur on the date specified in such notice, which shall not be less than ten (10) Business Days following the earlier date of such notice (or in the case of the Investor and any Permitted Transferee the later of (A) the date of receipt of all antitrust approvals required in connection with such conversion (or the lapse of any applicable waiting period relating to occur such required antitrust approvals)) and (B) ten (10) Business Days following the date of such notice), provided, that (i) prior to March 7, 2022, such notice may be delivered by the date, Corporation (and such Series 8 Convertible Preferred Shares may be converted into Class A Shares pursuant to this SECTION 6(c)) only if any, that the average Closing Price during any 20 per Class A Share for the thirty (30) consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price ending on the Trading Day immediately preceding the date on which the Corporation delivers prior to delivery of a notice of conversion pursuant to Section 8(cthis SECTION 6(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination was at or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, above 125% of the Series A Preferred Shares into a number of shares of Common Stock per Series A Preferred Share equal to the quotient determined by dividing (x) the sum of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the then-applicable Conversion Price then in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after and (ii) following March 7, 2022, such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall notice may be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise delivered by the Corporation (and such Series 8 Convertible Preferred Shares may be converted into Class A Shares pursuant to this SECTION 6(c)) only if the Closing Price per Class A Share for the thirty (30) consecutive Trading Day period ending on the Trading Day immediately prior to delivery of its rights under a notice of conversion pursuant to this Section 8(bSECTION 6(c) was at or above 100% of the then-applicable Conversion Price; provided further, that following a Specified Event, the Corporation shall not be referred entitled to as convert the “Forced Conversion”Series 8 Convertible Preferred Shares. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A 8 Convertible Preferred Shares shall continue to have the right to convert their Series 8 Convertible Preferred Shares pursuant to SECTION 6(a) until and through the Conversion Date contemplated in this SECTION 6(c) and if such Series 8 Convertible Preferred Shares are converted pursuant to SECTION 6(a) such shares shall no longer be converted pursuant to this SECTION 6(c) and the Corporation will promptly take all actions necessary Corporation’s notice delivered to make any the holders pursuant to this SECTION 6(c) shall be of no effect with respect to such required filings and cooperate in connection with any such required filingsshares converted pursuant to SECTION 6(a).

Conversion at the Option of the Corporation. On any or after the date following of the earlier to occur completion of the Closing (i) the date, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment as defined in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) (a “Stock Price Forced Conversion Event”Framework Agreement), and (ii) the eighth anniversary of Corporation shall have the Date of Issuanceright, if (A) no Forced Conversion Noncompliance Event has occurred and is continuingat its option, (B) there is an effective Shelf Registration Statement covering the resale of to cause some or all of the Registrable Securities and shares of Series A Preferred Stock to be converted into shares of Common Stock at the Conversion Rate if, for twenty-five (C25) in Trading Days (whether or not consecutive) within any period of forty (40) consecutive Trading Days ending on the case of Trading Day preceding the date the Corporation delivers a Stock Price Forced Corporation Conversion EventNotice, the Closing Price on of the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than Common Stock exceeds $10.25 35.00 per share (subject to a proportionate ratable adjustment for reverse and forward stock splits and stock combinations (and similar transactions) of the Common Stock that occur after [ closing date ], 2014) (the “Corporation Conversion Right”); provided, however, that if the Corporation Conversion Right becomes exercisable before the seventh (7th) anniversary of the date of the completion of the Closing (as defined in the event Framework Agreement), the Corporation shall obtain the written approval of the Holders of a stock split, stock dividend, combination or other proportionate reduction or increase to majority of the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, shares of the Series A Preferred Shares into Stock prior to exercising such right (which approval may be withheld by each Holder in its sole and absolute discretion). Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, in the event the Corporation exercises the Corporation Conversion Right and at such time a number of Holder, together with its Affiliates, exceeds the Ownership Cap or following any such conversion would exceed the Ownership Cap (any such shares of Common Stock per Series A Preferred Share equal in excess of the Ownership Cap, the “Mandatory Excess Shares”), the Corporation shall have the right, exercisable in its sole discretion, to elect (i) not to cause the conversion of such Mandatory Excess Shares or (ii) to convert such Mandatory Excess Shares and deliver such Mandatory Excess Shares to the quotient determined by dividing Holder in which event the Holder shall use reasonable best efforts to sell such Mandatory Excess Shares in the open market as promptly as practicable and in any event within three (x3) months of such delivery. For the sum avoidance of doubt, the Corporation shall not pay any cash to a Holder in respect of such conversion or otherwise settle any such conversion in cash, other than the right of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (y) the Conversion Price then Holder to receive payment in effect. Any Series A Preferred Shares not converted due to the Conversion Cap and/or the Conversion Restriction shall continue outstanding on the terms set forth herein after such conversion. In connection with lieu of any such conversion, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation fraction of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) that are required for such Forced Conversion shall have been made and obtained by the Corporation; accordingly, the holders of the Series A Preferred Shares and the Corporation will promptly take all actions necessary to make any such required filings and cooperate a share in connection with any such required filingsexchange therefor.

Conversion at the Option of the Corporation. On Subject to the Required Conditions contained in Paragraph D of this Article VI, the Corporation may require each holder of shares of Series B Preferred Stock, at any date time following (a) at least eighteen (18) months from the earlier to occur of Issuance Date, and (ib) the datedate that shares of the Corporation’s common stock have been trading at or above 200% of the Conversion Price (as the Conversion Price may be adjusted from time to time pursuant to Article X) for a period of ten consecutive trading days, if any, that the average Closing Price during any 20 consecutive Trading Day period is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock) convert (a “Mandatory Conversion”) each of its shares of Series B Preferred Stock Price Forced Conversion Event”), and (ii) the eighth anniversary of the Date of Issuance, if (A) no Forced Conversion Noncompliance Event has occurred and is continuing, (B) there is an effective Shelf Registration Statement covering the resale of all of the Registrable Securities and (C) in the case of a Stock Price Forced Conversion Event, the Closing Price on the Trading Day immediately preceding the date on which the Corporation delivers notice of conversion pursuant to Section 8(c) is greater than $10.25 (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Common Stock), then the Corporation may, cause the conversion of all, but ( subject to the Conversion Cap and the Conversion Restriction) not less than all, of the Series A Preferred Shares into a number of fully paid and nonassessable shares of Common Stock per Series A Preferred Share equal determined in accordance with the Conversion Price. In order to effect a Mandatory Conversion, the Corporation shall deliver written notice to the quotient determined by dividing (x) the sum holders of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by B Preferred Stock no more than thirty (y30) the Conversion Price then in effect. Any Series A Preferred Shares not converted due days prior to and no less than ten (15) days prior to the Conversion Cap and/or Date stated in such notice. Thereafter, the Conversion Restriction Corporation and the holders of the Series B Preferred Stock shall continue outstanding on follow the terms applicable conversion procedures set forth herein after such conversion. In connection with any such conversion, any Unpaid Series A Dividends shall be deemed to convert into Conversion Stock prior to any Series A Preferred Shares. The exercise by the Corporation of its rights under this Section 8(b) shall be referred to as the “Forced Conversion”. Notwithstanding the foregoing, no Forced Conversion shall be permitted until all governmental body filings, consents, authorizations and approvals in Article IV.B (including under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended) requirement that are required for such Forced Conversion shall have been made and obtained by the holders deliver the Preferred Stock Certificates representing the Series B Preferred Stock being converted to the Corporation); accordinglyprovided, however, the holders of the Series A B Preferred Shares and Stock shall not be required to deliver a Notice of Conversion to the Corporation. In the event the Corporation will promptly take all actions necessary elects to make any such required filings and cooperate in connection with any such required filingsconvert only a portion of the outstanding shares of Series B Preferred Stock pursuant to this Article IV.C, the outstanding shares of Series B Preferred Stock shall be converted pro rata among the holders of the Series B Preferred Stock based upon their aggregate relative ownership of outstanding shares of Series B Preferred Stock as of the Conversion Date.