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

Conversion of Series D Preferred Stock. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on SCHEDULE II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto. (b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's name on SCHEDULE II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE II hereto.

Conversion of Series D Preferred Stock. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on SCHEDULE Schedule II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE Schedule II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE Schedule II hereto. (b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's name on SCHEDULE Schedule II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE Schedule II hereto.

Conversion of Series D Preferred Stock. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto. (b) . Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's ’s name on SCHEDULE Schedule II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE Schedule II hereto.

Conversion of Series D Preferred Stock. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED provided that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' ’ names on SCHEDULE Schedule II hereto. (b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's ’s name on SCHEDULE Schedule II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE Schedule II hereto.

Conversion of Series D Preferred Stock. (a) Subject to In the terms and conditions set forth hereinevent that the requisite approval of the Company's stockholders regarding the matters contemplated by clause (iii) in Section 1.4(a) is obtained within 90 days of the date hereof, then the GA Shareholders hereby agree Purchaser shall within 48 hours (the date on which such period expires being the "CONVERSION DATE") of such approval having been obtained convert all shares of Series D Preferred Stock then owned by it into Common Stock of the Company in accordance with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Certificate of Designations of the Series D Preferred Stock; provided however, that the obligations of Purchaser to convert all such shares of Series D Preferred Stock are subject to the satisfaction, at or prior to the Conversion Date, of the following conditions: (i) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other governmental or regulatory authority restraining or prohibiting the Purchaser from converting such shares of Series D Preferred Stock shall be in effect; and (ii) No litigation, arbitration or administrative proceeding ("LITIGATION") shall have been commenced and continue to be pending before any court or other governmental or regulatory authority which, in the reasonable judgment of the Purchaser, would make the conversion of all of the shares of Series D Preferred Stock then owned by the Purchaser imprudent. (b) If the Purchaser does not convert all of the shares of Series D Preferred Stock then owned by it on the Conversion Date because of the failure of the condition in Section 4.9(a)(i) or (ii), (i) the Purchaser shall not, until the date that is nine (9) months following the Conversion Date, exercise any rights it may have under the Certificate of Determination, an aggregate number Designations of the Series D Preferred Stock or otherwise to cause the Company to repurchase shares of Series D Preferred Stock, which number . (ii) the Purchaser shall not exceed that aggregate number of be obligated to convert all such shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on SCHEDULE II hereto, which, upon conversion, will result then owned by it into Common Stock in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto. (b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees accordance with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number Designations of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of the Series D Preferred Stock set forth opposite at such CK Shareholder's name time as (A) any Restraining Order which caused the failure of the condition in Section 4.9(a)(i) has been withdrawn or nullified or is otherwise no longer restraining or prohibiting the Purchaser as provided in Section 4.9(a)(i) and (B) any Litigation which caused the failure of the condition in Section 4.9(a)(ii) is dismissed, settled (which settlement shall not be entered into by the Company without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld) or otherwise finally adjudicated. (c) Notwithstanding the foregoing, the nine-month period referred to in Section 4.9(b)(i) will be extended by three months if on SCHEDULE II heretothe date which is nine months following the Conversion Date, whichSafeguard, upon conversionin the exercise of its reasonable judgment, determines that there exists a reasonable basis to believe that the conditions in Section 4.9(a)(i) and (ii) will result in be satisfied any time within the three months following such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE II heretodate.