Common use of Conversion of the Securities Clause in Contracts

Conversion of the Securities. If at any time after the issuance of the Class C preferred securities, the OCC directs HNB in writing to cause the Class C preferred securities to be converted into the Class C conversion shares, because (i) HNB is undercapitalized under the prompt corrective regulations, 12 C.F.R. 6.4(b), (ii) HNB is placed into conservatorship or receivership, or (iii) the OCC, in its sole discretion, anticipates HNB becoming undercapitalized in the near term, then (a) Holdings or any subsequent holder or holders of the Class C preferred securities shall immediately, in accordance with procedures set forth in the prospectus pursuant to which the Class C preferred securities were sold, exchange such securities for Class C conversion shares, on a one share for one share basis, by delivering any and all certificates representing any of the Class C preferred securities to HNB, properly endorsed for transfer, (b) HNB shall immediately and unconditionally issue the required Class C conversion shares to Holdings or to any subsequent holder or holders of the Class C preferred securities, and (c) any and all accrued but unpaid dividends on the Class C preferred securities through the date of the conversion shall be deemed to be accrued and unpaid dividends on the related Class C conversion shares.

Conversion of the Securities. If at any time after the issuance of the Class C D preferred securities, the OCC directs HNB in writing to cause the Class C D preferred securities to be converted into the Class C D conversion shares, because (i) HNB is undercapitalized under the prompt corrective regulations, 12 C.F.R. 6.4(b), (ii) HNB is placed into conservatorship or receivership, or (iii) the OCC, in its sole discretion, anticipates HNB becoming undercapitalized in the near term, then (a) Holdings or any subsequent holder or holders of the Class C D preferred securities shall immediately, in accordance with procedures set forth in the prospectus pursuant to which the Class C D preferred securities were sold, exchange such securities for Class C D conversion shares, on a one share for one share basis, by delivering any and all certificates representing any of the Class C D preferred securities to HNB, properly endorsed for transfer, (b) HNB shall immediately and unconditionally issue the required Class C D conversion shares to Holdings or to any subsequent holder or holders of the Class C D preferred securities, and (c) any and all accrued but unpaid dividends on the Class C D preferred securities through the date of the conversion shall be deemed to be accrued and unpaid dividends on the related Class C D conversion shares.