Common use of Conversion of Company Preferred Stock Clause in Contracts

Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company's Amended and Restated Articles of Incorporation (the "Company Articles")) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and without interest thereon (the "Series B Preferred Merger Consideration" and, together with the Common Merger Consideration, the "Merger Consideration"). As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company's ’s Amended and Restated Articles of Incorporation (the "“Company Articles"”)) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and without interest thereon (the "“Series B Preferred Merger Consideration" ” and, together with the Common Merger Consideration, the "“Merger Consideration"”). As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.

Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled of Company Preferred Stock which are held by shareholders who shall have duly asserted appraisal or dissenters rights pursuant to Section 1.8(b) and the NYBCL ("Dissenting SharesShareholders")) shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into and become the right to receive an amount equal to the Stated Value receive, upon surrender of the Series B certificate formerly representing such share of Company Preferred Stock (as defined in the Company's Amended and Restated Articles of Incorporation manner provided in Section 2.2 (the "Company ArticlesPreferred Stock Certificate")) plus all accrued and unpaid dividends on such Series B , the per share liquidation preference of the Company Preferred Stock (as set forth determined in accordance with Section G-2 of the Certificate of Amendment of the Certificate of Incorporation of the Company Articles) in cash and without interest thereon (the "Series B Preferred Merger Consideration" anddated January 31, together with the Common Merger Consideration, the "Merger Consideration")1995. As of the Effective Time, all All such shares of Company Preferred Stock Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate Preferred Stock Certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, Liquidation Preference to which such shares are entitled upon the surrender of such certificate(s) Preferred Stock Certificate in accordance with Article 2Section 2.2, or, in the case of Dissenting Shareholders, the right, if any, to receive payment from the Surviving Corporation of the fair value of such shares of Company Preferred Stock, as applicable, as determined in accordance with the NYBCL. No fractional shares of Acquiror Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e) of this Agreement.

Conversion of Company Preferred Stock. Each share Subject to Section 3.4, the shares of Series A B 8% Cumulative Perpetual Preferred Stock Stock, no par value, of Company ("COMPANY PREFERRED STOCK") issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company's Amended and Restated Articles of Incorporation (the "Company Articles")) plus all accrued and unpaid dividends shall be converted into an aggregate of 4,700,000 shares of Parent Common Stock, with each holder of Company Preferred Stock to receive a pro rata portion of such shares of Parent Common Stock based on such Series B holder's ownership of Company Preferred Stock (immediately prior to the Effective Time. Such consideration, together with cash in lieu of fractional shares thereof, as set forth in the Company Articles) in cash and contemplated by Section 3.4, without interest thereon interest, is referred to herein as (the "Series B Preferred Merger ConsiderationPREFERRED STOCK MERGER CONSIDERATION" and, together with the Common Stock Merger Consideration, the "Merger ConsiderationMERGER CONSIDERATION"). As of the Effective Time, all such All shares of Company Preferred Stock Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each the holder of a certificate representing any such ("PREFERRED STOCK CERTIFICATE" and, together with Common Stock Certificates, "STOCK CERTIFICATES") that, immediately prior to the Effective Time, represented outstanding shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration, Consideration to be issued or paid in consideration therefor upon the surrender of such certificate(s) certificate in accordance with Article 2Section 3.3.