Common use of Conversion of Preferred Shares Clause in Contracts

Conversion of Preferred Shares. (1) Within 30 days of the end of the second quarter of each fiscal year, or within 20 Business Days of the reasonable request of the Company, the BAT Shareholder will convert such number of Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the Articles, i.e. the 30% Threshold; provided, that, the BAT Shareholder may elect not to complete such conversions within the applicable timeline set forth in this Section 8.3(1) by delivering written notice to the Company confirming its election not to convert Preferred Shares and irrevocably suspending the Accretion under Section 11(a)(i) of the Articles of Amendment on all Preferred Shares held by the BAT Shareholder as of the date of such written notice. (2) In the event that the Company, in accordance with the rule of the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s securities are listed and/or traded, is required to seek the approval of the TSX, the NASDAQ, such other stock or securities exchange on which the Company’s securities are listed and/or traded or the Company Shareholders in order to issue Common Shares upon the conversion of any Preferred Shares: (a) the Company shall use commercially reasonable efforts to take, or cause to be taken, all necessary steps to obtain such approval(s), including, but not limited to, making such applications to the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s securities are listed and/or traded as are required to approve such conversion and, if required, the holding of a meeting of Company Shareholders (which meeting may be an annual general and special meeting) to obtain the requisite approvals for such issuance; and, in the case of a meeting of Company Shareholders, shall, through the Board, recommend in the management information circular in respect of such meeting that the Company Shareholders vote at such meeting in favour of the resolutions and any ancillary matters approving such issuance; and (b) the BAT Permitted Holders covenant and agree to not convert any Preferred Shares held by the BAT Permitted Holders into Common Shares until the Company has received the requisite approval to permit the issuance of such Common Shares.

Conversion of Preferred Shares. (1a) Within 30 days Subject to Section 2(b) below, each Investor shall have the right any time following the receipt of the end Office Depot Stockholder Approval and prior to the date of the second quarter of each fiscal year, Closing to convert any or within 20 Business Days all of the reasonable request of the Company, the BAT Shareholder will convert such number of Preferred Shares into shares of Office Depot’s common stock, par value $0.01 per share (the “Common Shares as is required to hold the maximum number of Common Shares permitted under the Articles, i.e. the 30% Threshold; provided, that, the BAT Shareholder may elect not to complete such conversions within the applicable timeline set forth Shares”) in this accordance with Section 8.3(1) by delivering written notice to the Company confirming its election not to convert Preferred Shares and irrevocably suspending the Accretion under Section 11(a)(i7(a) of the Articles of Amendment on all Preferred Shares held by the BAT Shareholder as Series A CoD and Section 7(a) of the date Series B CoD, as applicable. Upon receipt by Office Depot of a conversion notice pursuant to Section 7(a) of the Series A CoD and Section 7(a) of the Series B CoD, as applicable, Office Depot shall promptly deliver to the Investors or their designees Common Shares issuable upon such conversion, which delivery shall be made, at the option of the Investors, in certificated form or by book-entry, to permit the Investors to consummate a sale of such written noticeCommon Shares in a normal three trading day settlement cycle. (2b) None of the Investors shall convert any Preferred Shares if doing so would result in the Investors owning Common Shares in an aggregate amount equal to, or in excess of, 5.0% of the Undiluted Office Depot Stock (the “Threshold”) unless such Investors (i) have a good faith intention to sell prior to the Closing all such Common Shares converted or to be converted that are equal to, or in excess of, the Threshold and (ii) have entered into an underwriting or sale agreement or placed sell orders or made other arrangements to sell prior to the Closing such Common Shares in compliance with the provisions of this Agreement (collectively, a “Sale Arrangement”). In the event that (x) the CompanyInvestors comply with the obligations set forth in the foregoing sentence but are unable to sell the Common Shares pursuant to the terms of the Sale Arrangement (other than as a consequence of any act or omission of the Investors), and, as a result, hold Common Shares equal to, or in excess of, the Threshold as of the close of business on the date immediately prior to the date of the Closing (such amount of Common Shares, the “Redeemable Common Shares”) and (y) Office Depot has received the Office Depot Lender Consent to repurchase the Redeemable Common Shares immediately prior to the Closing, Office Depot shall purchase from the Investors, and the Investors shall sell to Office Depot, immediately prior to the Closing (and following the satisfaction or waiver of all conditions to the Closing under the Merger Agreement other than the condition set forth in Section 7.2(g) of the Merger Agreement), the Redeemable Common Shares at a price per share equal to the closing price per Common Share reported at the close of the NYSE on the trading date immediately prior to the date of the Closing. To the extent that Office Depot has received the Office Depot Lender Consent to repurchase the Redeemable Common Shares immediately prior to the Closing, (x) the Investors hereby agree to deliver and surrender to Office Depot no later than 9:00 a.m., New York time, on the date of the Closing on a book-entry basis (or by delivery of certificates to the offices designated for the Closing pursuant to Section 1.2 of the Merger Agreement) the Redeemable Common Shares against payment therefor as provided in the next sentence and (y) as promptly as practicable on the date of the Closing following such surrender, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the purchase price of the Redeemable Common Shares purchased in accordance with this Section 2(b) to an account or accounts designated by the rule Investors in writing to Office Depot at least two business days prior to the Closing. For the avoidance of doubt, to the extent that Office Depot has not received the Office Depot Lender Consent to repurchase the Redeemable Common Shares immediately prior to the Closing, then the obligation for Office Depot to purchase the Redeemable Shares, and the obligation of the TSXInvestors to sell the Redeemable Shares, the NASDAQ shall be null and void without any other stock or securities exchange on which the Company’s securities are listed and/or traded, is required to seek the approval further action of the TSX, the NASDAQ, such other stock or securities exchange on which the Company’s securities are listed and/or traded or the Company Shareholders in order to issue Common Shares upon the conversion of any Preferred Shares: (a) the Company shall use commercially reasonable efforts to take, or cause to be taken, all necessary steps to obtain such approval(s), including, but not limited to, making such applications to the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s securities are listed and/or traded as are required to approve such conversion and, if required, the holding of a meeting of Company Shareholders (which meeting may be an annual general and special meeting) to obtain the requisite approvals for such issuance; and, in the case of a meeting of Company Shareholders, shall, through the Board, recommend in the management information circular in respect of such meeting that the Company Shareholders vote at such meeting in favour of the resolutions and any ancillary matters approving such issuance; and (b) the BAT Permitted Holders covenant and agree to not convert any Preferred Shares held by the BAT Permitted Holders into Common Shares until the Company has received the requisite approval to permit the issuance of such Common Sharesparties.

Conversion of Preferred Shares. (1) Within 30 days of the end of the second quarter of each fiscal year, or within 20 Business Days of the reasonable request of the Company, the BAT Shareholder will convert such number of Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the Articles, i.e. the 30% Threshold; provided, that, the BAT Shareholder may elect not to complete such conversions within the applicable timeline set forth in this Section 8.3(1) by delivering written notice to the Company confirming its election not to convert Preferred Shares and irrevocably suspending the Accretion under Section 11(a)(i) of the Articles of Amendment on all Preferred Shares held by the BAT Shareholder as of the date of such written notice. (2) In the event that the Company, in accordance with the rule of the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s 's securities are listed and/or traded, is required to seek the approval of the TSX, the NASDAQ, such other stock or securities exchange on which the Company’s 's securities are listed and/or traded or the Company Shareholders in order to issue Common Shares upon the conversion of any Preferred Shares: (a) the Company shall use commercially reasonable efforts to take, or cause to be taken, all necessary steps to obtain such approval(s), including, but not limited to, making such applications to the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s 's securities are listed and/or traded as are required to approve such conversion and, if required, the holding of a meeting of Company Shareholders (which meeting may be an annual general and special meeting) to obtain the requisite approvals for such issuance; and, in the case of a meeting of Company Shareholders, shall, through the Board, recommend in the management information circular in respect of such meeting that the Company Shareholders vote at such meeting in favour of the resolutions and any ancillary matters approving such issuance; and (b) the BAT Permitted Holders covenant and agree to not convert any Preferred Shares held by the BAT Permitted Holders into Common Shares until the Company has received the requisite approval to permit the issuance of such Common Shares.