Common use of Conversion of Series A Preferred Stock Clause in Contracts

Conversion of Series A Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series A Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series A Preferred that it holds into shares of Common Stock pursuant to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (the “Series A Certificate”), effective as of the Expiration Date, provided, that on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer (together with the additional conversion of Series A Preferred Stock contemplated by Section 1(c) below, the “Series A Conversion”) and (ii) that, pursuant to Section 4(d) of the Series A Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series A Certificate. The number of shares of Common Stock issuable upon the Series A Conversion to each holder of Series A Preferred Stock on the date hereof is set forth next to each such holder’s name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series A Certificate, the Company agrees to pay the holders of Series A Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series A Preferred in cash on the Expiration Date. The Company and the holders of the Series A Preferred hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series A Certificate) and the delivery of Certificates (as defined below) representing the Series A Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series A Certificate with respect to such conversion, and no further action on the part of the holders thereof shall be required. Each of the Company and the holders of the Series A Preferred hereby waive any and all provisions of the Series A Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ of Series A Preferred right to receive notice and the requirement of the Company to deliver certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per share of Common Stock. Each holder of Series A Preferred acknowledges and agrees that the Company may, but is not required to, issue certificates representing shares of Common Stock issuable upon the Series A Conversion, and if the Company determines not to issue such certificates, the certificates representing the Series A Preferred shall represent shares of Common Stock after the conversion for all purposes, including the Offer and the Merger. Subject to Section 1(e) hereof, the Company shall determine the exact time of day on the Expiration Date in which such conversion shall be effective.

Conversion of Series A Preferred Stock. Subject to Section 1(e), each Security Holder that holds (a) Each share of the Series A Preferred hereby irrevocably electsStock shall be convertible, consents and agrees at the option of the holder thereof, at any time after the third anniversary of the date of initial issuance of any shares of Series A Preferred Stock, into shares of Common Stock. (ib) to convert For each share of Series A Preferred Stock converted as provided in Section 4(a) above, the Corporation shall deliver to the holder thereof one share of Common Stock. The Corporation shall not be required, in connection with any such conversion, to issue a fraction of a share of its Common Stock nor to deliver any stock certificate representing a fraction thereof, but in lieu thereof, the Corporation may make a cash payment equal to the product determined by multiplying the effective per share conversion price by such fraction. The term "effective per share conversion price" as used herein is defined to mean $9.55 per share. (c) Any holder of the Series A Preferred Stock electing to convert pursuant to Section 4(a) above shall deposit the certificates for the Series A Preferred Stock at the Corporation's principal office, with the form of written notice to the Corporation endorsed on such certificates of his election to convert such Series A Preferred Stock into Common Stock duly filled out and executed. The conversion right in respect of any such Series A Preferred Stock shall be deemed to have been exercised at the date on which the certificates therefore, with such notice of election duly filled out and executed, shall have been so deposited, and the person entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such Common Stock on such date; provided, however, that it holds the conversion right in respect of any certificate so deposited after the close of business on any day shall not be deemed to have been exercised until the next succeeding business day. As soon as practicable, and in any event within ten business days after the date of conversion of any Series A Preferred Stock into Common Stock pursuant to Section 4(a) above, the Corporation shall deliver to the person entitled thereto, certificates representing the shares of Common Stock pursuant and the cash, if any, to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (the “Series A Certificate”), effective as of the Expiration Date, provided, that which such person shall be entitled on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant conversion. The Corporation, as a condition to the Offer exercise of such rights of conversion, may require the payment of a sum equal to any transfer tax or other governmental charge (together with but not including any tax payable upon the additional conversion issue of Series A Preferred Stock contemplated stock deliverable upon such conversion) that may be imposed or required by Section 1(claw, upon any transfer incidental or prior thereto, or the submission of proper proof that the same has been paid; (d) below, the “Series A Conversion”) and (ii) that, pursuant to Section 4(d) of the Series A Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series A Certificate. The number of shares of Common Stock into which, under the conversion ratio stated in Section 4(b) above, each share of the Series A Preferred Stock is convertible, is based upon an assigned conversion ratio of one to one and an assigned conversion value of the Common Stock of $9.55 per share (the "basic conversion value"). Such conversion ratio and such basic conversion value shall be subject to adjustment from time to time in certain instances, as follows: (i) In case the Corporation shall at any time issue any of its Common Stock as a dividend or in subdivision of outstanding Common Stock, by reclassification or otherwise, the number of shares of Common Stock in the conversion ratio then in effect shall be increased proportionately and the basic conversion value shall be decreased proportionately, and in like manner, in case of any combination of Common Stock, by reclassification or otherwise, such number of shares of Common Stock in the conversion ratio shall be proportionately reduced and the basic conversion value shall be increased proportionately. (ii) In case of any capital reorganization other than in the cases referred to in subparagraph (i) of this paragraph (d), or reclassification of the capital stock of the Corporation or in case of the merger or consolidation of the Corporation with another corporation, there shall thereafter be deliverable upon the conversion of a share of the Series A Preferred Stock (in lieu of the number of shares of Common Stock theretofore deliverable) the number of shares of stock or other securities or property to which the holder of the number of shares of Common Stock of the Corporation which would otherwise have been deliverable upon the conversion of such share of the Series A Preferred Stock at the time would have been entitled upon such capital reorganization or reclassification of capital stock, merger or consolidation, and in any such case appropriate adjustment shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the holders of the Series A Preferred Stock to the end that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon the conversion of the Series A Preferred Stock. (iii) If at any time after the date of issuance of the Series A Preferred Stock the Corporation issues any additional shares of Common Stock and sells such shares for cash at a price per share which is less than the basic conversion value thereof then in effect, or issues for property or services having a fair value that is less per share than the basic conversion value thereof then in effect, the basic conversion value shall then be adjusted in the following manner: There shall be added to the aggregate value (based on the basic conversion value then in effect) of the number of shares of Common Stock outstanding immediately prior to such sale or issue, the aggregate amount of money and/or the fair value in money of the property or services actually received by the Corporation from the sale and/or issue of such additional shares, and the resulting sum shall be divided by the number of shares of Common Stock outstanding immediately prior to such sale and/or issue, increased by the aggregate number of additional shares of Common Stock so sold and/or issued, and the quotient resulting from such division shall then become the basic conversion value, and shall result in an adjustment in the conversion ratio in the manner provided in Section 4(d)(v) below. (iv) If at any time after the date of issuance of the Series A Preferred Stock the Corporation grants any right or option to purchase shares of Common Stock, or issues any security convertible into or exchange for shares of Common Stock, at a price or value per share of less than the basic conversion value, then the basic conversion value shall be adjusted in the same manner as provided in Section 4(d)(iii) as if all the shares of Common Stock issuable upon the exercise of such right or option, or into which such security is convertible or exchangeable, had been issued at such right or option exercise price or such conversion or exchange value per share. (v) Upon the adjustment of the basic conversion value, as provided in Sections 4(d)(iii) and (iv) above, the conversion ratio at the time in effect shall be adjusted in the following manner: The number of shares of Common Stock into which each share of Series A Conversion Preferred Stock is then convertible shall be divided by a fraction, the numerator of which shall be the basic conversion value after said adjustment and the denominator of which shall be the basic conversion value immediately prior to said adjustment, and the quotient resulting therefrom shall be the adjusted conversion ratio. (vi) Upon conversion of each holder share of Series A Preferred Stock, all dividends accrued thereon shall be paid in shares of Series A Preferred Stock on the date hereof is set forth next basis of $9.55 per share to each the holder thereof at such holder’s name on Schedule I hereto. time or times as funds are legally available therefor. (e) In accordance case at any time: (i) the Corporation shall declare any dividend payable in cash or in shares upon its Common Stock or make any distribution to the holders of its Common Stock; or (ii) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of any class or any other rights; or (iii) of any capital reorganization, or reclassification of the shares of the Corporation or of the merger or consolidation of the Corporation with Section 5(b)(iianother corporation; or (iv) of the Series A Certificatevoluntary dissolution, liquidation or winding up of the Corporation; then, and in any one or more of said cases, the Company agrees Corporation shall cause at least twenty days' prior notice to pay be mailed to the holders of record of the outstanding Series A Preferred Stock of the accrued and unpaid dividends through date on which (x) a record date for such dividend, distribution or subscription rights, or (y) such capital reorganization, reclassification, merger, consolidation, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which holders of record of Common Stock shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such capital reorganization, reclassification, merger, consolidation, dissolution, liquidation, or winding up, as the case may be. (f) In each case where reference is made to the Common Stock of the Corporation in these provisions, unless a different intention is expressed, such reference is to the class of Common Stock of the Corporation as such class of stock exists at the date of conversionthe adoption of these provisions, if any, on or stock into which the Series A Preferred in cash on the Expiration Date. The Company and the holders same may be changed from time to time. (g) So long as any shares of the Series A Preferred hereby agree that this Agreement Stock shall be deemed an effective Notice of Conversion (as defined in the Series A Certificate) remain outstanding and the delivery of Certificates (as defined below) representing the Series A Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series A Certificate with respect to such conversion, and no further action on the part of the holders thereof shall have the right to convert said shares in accordance with the provisions of this Section 4, the Corporation will at all times reserve from the authorized and unissued shares of its Common Stock a sufficient number of shares to provide for such conversions, and will take such other corporate action as may be required. Each necessary from time to time in order that it may validly and legally issue fully paid and non-assessable shares of the Company and the holders such Common Stock upon conversion of the Series A Preferred hereby waive any and all provisions of the Series A Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ of Series A Preferred right to receive notice and the requirement of the Company to deliver certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per share of Common Stock. Each holder of Series A Preferred acknowledges and agrees that the Company may, but is not required to, issue certificates representing shares of Common Stock issuable upon the Series A Conversion, and if the Company determines not to issue such certificates, the certificates representing the Series A Preferred shall represent shares of Common Stock after the conversion for all purposes, including the Offer and the Merger. Subject to Section 1(e) hereof, the Company shall determine the exact time of day on the Expiration Date in which such conversion shall be effective.

Conversion of Series A Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series A Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series A Preferred that it holds into shares of Common Stock pursuant to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (the “"Series A Certificate”"), effective as of the Expiration Date, provided, that on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer (together with the additional conversion of Series A Preferred Stock contemplated by Section 1(c) below, the “"Series A Conversion”") and (ii) that, pursuant to Section 4(d) of the Series A Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series A Certificate. The number of shares of Common Stock issuable upon the Series A Conversion to each holder of Series A Preferred Stock on the date hereof is set forth next to each such holder’s 's name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series A Certificate, the Company agrees to pay the holders of Series A Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series A Preferred in cash on the Expiration Date. The Company and the holders of the Series A Preferred hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series A Certificate) and the delivery of Certificates (as defined below) representing the Series A Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series A Certificate with respect to such conversion, and no further action on the part of the holders thereof shall be required. Each of the Company and the holders of the Series A Preferred hereby waive any and all provisions of the Series A Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ ' of Series A Preferred right to receive notice and the requirement of the Company to deliver certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per share of Common Stock. Each holder of Series A Preferred acknowledges and agrees that the Company may, but is not required to, issue certificates representing shares of Common Stock issuable upon the Series A Conversion, and if the Company determines not to issue such certificates, the certificates representing the Series A Preferred shall represent shares of Common Stock after the conversion for all purposes, including the Offer and the Merger. Subject to Section 1(e) hereof, the Company shall determine the exact time of day on the Expiration Date in which such conversion shall be effective.