Common use of Conversion of Company Preferred Stock Clause in Contracts

Conversion of Company Preferred Stock. Each share of convertible preferred stock, par value $0.01 per share, of the Company (the "Company Preferred Stock") that has not been converted into Company Common Stock and that remains issued and outstanding immediately 26995100v.1 prior to the Effective Time (other than Dissenting Shares) will be converted into the right to receive, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which case it shall be deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, to receive the Merger Consideration, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. In the absence of the holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “(ii)” shall be deemed to apply.

Conversion of Company Preferred Stock. Each share Except for any shares of convertible preferred stock, par value $0.01 per share, of the Company (the "Company Preferred Stock"Stock owned as set forth in Section 2.6(b) that and except for shares of Company Preferred Stock for which the holder has demanded and perfected such holder’s right to an appraisal in accordance with the DGCL and has not been converted into effectively withdrawn or lost such right to appraisal, the shares of Company Common Preferred Stock and for each holder of record thereof that remains are issued and outstanding immediately 26995100v.1 prior to before the Effective Time (other than Dissenting Shares) will shall be converted into the right to receive, subject to the terms of this Agreement, (i) an amount in cash and without interestequal to such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Net Estimated Merger Consideration, plus (ii) until the point of Preference Satisfaction, an amount in cash equal to such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration per share (if any), plus (iii) after the point of Company Common Stock on Preference Satisfaction, an “as converted basis” based on amount in cash equal to such holder’s Post-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration that would have been payable (if any), in each case without interest and net of any Taxes required to a holder be withheld therefrom. All such shares of Company Preferred Stock Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Certificate, if any, or any equivalent book-entry that immediately before the Effective Time represented any such holder had converted each outstanding share of Company Preferred Stock into Company Common Stock immediately prior shall cease to have any rights with respect thereto, except the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which case it shall be deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, right to receive the number and type of Spinout Stock distributed to them in the Taxable Spinout, such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Net Estimated Merger Consideration, in cash and without interestplus until the point of Preference Satisfaction, an amount equal to such holder’s Pre-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration per share (if any), plus after the point of Company Common Stock on an “as converted basis” based on Preference Satisfaction, such holder’s Post-Preference-Satisfaction Pro Rata Share of the Additional Merger Consideration that would have been payable (if any), in each case without interest and net of any Taxes required to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. In the absence of the holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “(ii)” shall be deemed to applywithheld therefrom.

Conversion of Company Preferred Stock. (i) Each share of convertible preferred stockClass A Preferred Stock of the Company, no par value ("CLASS A PREFERRED STOCK"), other than the $0.01 per share, 3.625 Cumulative Convertible Preferred Stock of the Company (the "Company $3.625 PREFERRED STOCK"), and each share of Class B Preferred Stock of the Company, par value $1.00 per share ("CLASS B PREFERRED STOCK" and collectively with the Class A Preferred Stock, the "COMPANY PREFERRED Stock") that has not been converted into Company Common Stock and that remains issued and outstanding immediately 26995100v.1 prior to the Effective Time (other than Dissenting Sharesshares of Company Preferred Stock held by the Company, Parent or the Operating Company) will shall be converted into and be exchangeable for the right to receive, at the election of the holder of such share made in accordance with Section 2.4(b), (x) cash and without interest, in an amount equal to the Merger Consideration per redemption price of such class or series of the Company Preferred Stock, if such share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock were redeemed by the Company immediately prior to the Effective Time in accordance with the Amended Articles of Incorporation of the Company (plus an amount equal to the dividends that would have accrued on such Company Preferred Stock from the Effective Time through the Final Conversion Date (as hereinafter defined)) or (y) the number of shares of Parent Common Stock such holder would have been entitled to receive pursuant to Section 2.1(c) if such holder had converted each share of such Company Preferred Stock into shares of Company Common Stock immediately prior to the Effective Time. For purposes Time in accordance with the Amended Articles of effecting Incorporation of the foregoingCompany, each plus a cash payment in the amount of any accrued and unpaid dividend which such holder would have been entitled to receive upon the conversion of such shares of Company Preferred Stock will receive after in accordance with the Merger a notice Amended Articles of instruction and letter Incorporation of transmittal to elect to either (i) surrender the certificate or certificates for the Company Preferred if the date of the conversion was the date of the holder's election to take shares of Parent Common Stock under this clause (y); provided, that if such holder fails to make such election in accordance with Section 2.4(b) within 30 days following the mailing by the Surviving Corporation in exchange for of a notice to each such holder that the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or Effective Time has occurred (ii) retain the Company Preferred Stock in which case it shall be deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time 30th day following such mailing being referred to herein as the holder thereof so demands in writing and surrenders any certificates representing "FINAL CONVERSION DATE"), each such shares of preferred stock, to receive the Merger Consideration, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. In the absence of the held by such holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “(ii)” shall be deemed converted into and be exchangeable for the right to applyreceive cash in accordance with clause (x) of this Section 2.1(d)(i).

Conversion of Company Preferred Stock. Each share of convertible preferred stock, par value $0.01 per share, of the Company (the "“Company Preferred Stock"”) that has not been converted into Company Common Stock and that remains issued and outstanding immediately 26995100v.1 prior to the Effective Time (other than Dissenting Shares) will be converted into the right to receive, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which case it shall be deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, to receive the Merger Consideration, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. In the absence of the holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “(ii)” shall be deemed to apply.