Common use of Holder’s Delivery Requirements Clause in Contracts

Holder’s Delivery Requirements. To convert shares of Series 1 Preferred Stock into Conversion Shares pursuant to this Section 7 on any date, a Holder seeking to effect such conversion (a “Converting Holder”) shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. New York City time on such date, a copy of an executed conversion notice in the form attached hereto as Annex A (the “Conversion Notice”) to the Corporation (Attention: President and CEO, Email: Xxxxxx0@Xxxxxxxxx.xxx), which Conversion Notice may specify that such conversion is conditioned upon consummation of a Fundamental Transaction or any other transaction (such Fundamental Transaction or other transaction, a “Conversion Triggering Transaction”), and (B) if required pursuant to subparagraph (iii) below, surrender to a common carrier for delivery to the Corporation, no later than three (3) Business Days after the Conversion Date, the original stock certificates representing the shares of Series 1 Preferred Stock being converted (or an indemnification undertaking in customary form with respect to such shares in the case of the loss, theft or destruction of any stock certificate representing such shares) (or, if the conversion is conditioned upon the consummation of a Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering Transaction). For purposes of determining the maximum number of Conversion Shares that the Corporation may issue to a Holder pursuant to this Section 7 upon conversion of shares of Series 1 Preferred Stock on a particular Conversion Date, such Holder’s delivery of a Conversion Notice with respect to such conversion shall constitute a representation by such Holder (on which the Corporation shall rely) that, upon the issuance of the Conversion Shares to be issued to it on such Conversion Date, the shares of Common Stock beneficially owned by such Holder and its Attribution Parties (including shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holder.

Holder’s Delivery Requirements. To convert shares of Series 1 A Preferred Stock into Conversion Shares pursuant to this Section 7 on any date, a Holder seeking to effect such conversion (a “Converting Holder”) shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. New York City time on such date, a copy of an executed conversion notice in the form attached hereto as Annex A (the “Conversion Notice”) to the Corporation (Attention: President and CEO, Email: Xxxxxx0@Xxxxxxxxx.xxxXxxxxxX@Xxxxxxxxx.xxx), which Conversion Notice may specify that such conversion is conditioned upon consummation of a Fundamental Transaction or any other transaction (such Fundamental Transaction or other transaction, a “Conversion Triggering Transaction”), and (B) if required pursuant to subparagraph clause (iii) below, surrender to a common carrier for delivery to the Corporation, no later than three (3) Business Days after the Conversion Date, the original stock certificates representing the shares of Series 1 A Preferred Stock being converted (or an indemnification undertaking in customary form with respect to such shares in the case of the loss, theft or destruction of any stock certificate representing such shares) (or, if the conversion is conditioned upon the consummation of a Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering Transaction). For purposes of determining the maximum number of Conversion Shares that the Corporation may issue to a Holder pursuant to this Section 7 upon conversion of shares of Series 1 A Preferred Stock on a particular Conversion Date, such Holder’s delivery of a Conversion Notice with respect to such conversion shall constitute a representation by such Holder (on which the Corporation shall rely) that, upon the issuance of the Conversion Shares to be issued to it on such Conversion Date, the shares of Common Stock beneficially owned by such Holder and its Attribution Parties (including shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holder9.985% Cap, as determined in accordance with Section 7(g).

Holder’s Delivery Requirements. To convert Preferred Shares into full shares of Series 1 Preferred Common Stock into Conversion Shares pursuant to this Section 7 on any datedate (the “Conversion Date”), a Holder seeking to effect such conversion (a “Converting Holder”) the holder thereof shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 11:59 p.m. New York City time Eastern Time, on such date, a copy of an a fully executed notice of conversion notice in the form attached hereto as Annex A Exhibit I (the “Conversion Notice”) to the Corporation Company and its designated transfer agent (Attention: President and CEO, Email: Xxxxxx0@Xxxxxxxxx.xxx), the “Transfer Agent”) which Conversion Notice may specify that such conversion is conditioned upon consummation of a Fundamental Major Transaction or Organic Change or any other transaction (such Fundamental Transaction Major Transaction, Organic Change or other transaction, a “Conversion Triggering Transaction”), and (B) if required pursuant to subparagraph (iii) belowby Section 2(e)(vii), surrender to a common carrier carrier, for overnight delivery to the Corporation, no later than three (3) Business Days after the Conversion DateCompany as soon as practicable following such date, the original stock certificates certificate(s) (the “Preferred Stock Certificate(s)”) representing the shares of Series 1 Preferred Stock Shares being converted (or an indemnification undertaking in customary form with respect to such shares in the case of the their loss, theft or destruction of any stock certificate representing such sharesdestruction) (or, if the conversion is conditioned upon the consummation of a Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering Transaction). For purposes of determining Notwithstanding anything to the maximum number of Conversion Shares contrary contained herein, the holder may elect, in connection with a conversion that is contingent upon an Organic Change, that such conversion be effected contemporaneously with such Organic Change and that the Corporation holder will acquire and receive in lieu of or in addition to (as the case may issue to a Holder pursuant to this Section 7 upon conversion of shares of Series 1 Preferred Stock on a particular Conversion Date, such Holder’s delivery of a Conversion Notice with respect to such conversion shall constitute a representation by such Holder (on which the Corporation shall relybe) that, upon the issuance of the Conversion Shares to be issued to it on such Conversion Date, the shares of Common Stock beneficially owned immediately theretofore acquirable and receivable upon such conversion of such holder’s Preferred Shares, such shares of stock, securities or assets of the acquiring entity in the Organic Change that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares that would have been acquirable and receivable upon such conversion of Preferred Shares as of the date of such Organic Change. In the event that the Conversion Shares issuable upon conversion are to be issued in any name other than that of the registered holder of the Preferred Shares being converted, each Preferred Stock Certificate representing such Preferred Shares surrendered for conversion shall be accompanied by instruments of transfer, in customary form duly executed by the holder or such Holder and its Attribution Parties (including shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holderholder’s duly authorized agent.

Holder’s Delivery Requirements. To convert Each share of Preferred Stock shall be convertible into shares of Series 1 Preferred Common Stock into at the Conversion Shares pursuant to this Ratio (as defined in Section 7 on 10) at the option of the Holder in whole or in part at any date, a Holder seeking to time after the Original Issue Date. The Holders shall effect such conversion (a “Converting Holder”) shall (A) transmit conversions by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. New York City time on such date, a copy of an executed conversion notice in the form attached hereto as Annex A (the “Conversion Notice”) surrendering to the Corporation (Attention: President and CEO, Email: Xxxxxx0@Xxxxxxxxx.xxx), which Conversion Notice may specify that such conversion is conditioned upon consummation of a Fundamental Transaction Company the certificate or any other transaction (such Fundamental Transaction or other transaction, a “Conversion Triggering Transaction”), and (B) if required pursuant to subparagraph (iii) below, surrender to a common carrier for delivery to the Corporation, no later than three (3) Business Days after the Conversion Date, the original stock certificates representing the shares of Series 1 Preferred Stock being converted (or an indemnification undertaking in customary form to be converted, together with respect to such shares in the case a copy of the loss, theft or destruction form of any stock certificate representing such shares) conversion notice attached hereto as Exhibit A (or, if the conversion is conditioned upon the consummation of a "Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering TransactionNotice"). For purposes of determining Each Conversion Notice shall specify the maximum Holder, the number of Conversion Shares that the Corporation may issue to a Holder pursuant to this Section 7 upon conversion of shares of Series 1 Preferred Stock to be converted and the date on a particular which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the "Conversion Date, such Holder’s delivery of "). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 11. Subject to Section 5(b) hereof, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all shares of Preferred Stock represented by the certificate or certificates tendered by the Holder with respect the Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall promptly cause to such conversion shall constitute a representation by be delivered to such Holder (on which in the Corporation shall relymanner and within the time set forth in Section 5(b)) that, upon the issuance a new certificate for such number of the Conversion Shares to be issued to it on such Conversion Date, the shares of Preferred Stock as have not been converted. Shares of Preferred Stock converted into Common Stock beneficially owned by such Holder shall be cancelled and its Attribution Parties (including shall have the status of authorized but unissued shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holderundesignated stock.

Holder’s Delivery Requirements. To convert shares of Series 1 Preferred Stock into Conversion Shares pursuant to this Section 7 on any date, a Holder seeking to effect such conversion (a “Converting Holder”) shall (A) transmit by facsimile or electronic mail (or otherwise deliver), for receipt on or prior to 5:00 p.m. New York City time on such date, a copy of an executed conversion notice in the form attached hereto as Annex A (the “Conversion Notice”) to the Corporation (Attention: President and CEO, Email: Xxxxxx0@Xxxxxxxxx.xxxSxxxxx0@Xxxxxxxxx.xxx), which Conversion Notice may specify that such conversion is conditioned upon consummation of a Fundamental Transaction or any other transaction (such Fundamental Transaction or other transaction, a “Conversion Triggering Transaction”), and (B) if required pursuant to subparagraph (iii) below, surrender to a common carrier for delivery to the Corporation, no later than three (3) Business Days after the Conversion Date, the original stock certificates representing the shares of Series 1 Preferred Stock being converted (or an indemnification undertaking in customary form with respect to such shares in the case of the loss, theft or destruction of any stock certificate representing such shares) (or, if the conversion is conditioned upon the consummation of a Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering Transaction). For purposes of determining the maximum number of Conversion Shares that the Corporation may issue to a Holder pursuant to this Section 7 upon conversion of shares of Series 1 Preferred Stock on a particular Conversion Date, such Holder’s delivery of a Conversion Notice with respect to such conversion shall constitute a representation by such Holder (on which the Corporation shall rely) that, upon the issuance of the Conversion Shares to be issued to it on such Conversion Date, the shares of Common Stock beneficially owned by such Holder and its Attribution Parties (including shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holder.

Holder’s Delivery Requirements. To In order for a Holder to convert shares of Series 1 Preferred Stock a Conversion Amount into Conversion Shares pursuant to on any date (each such date determined in accordance with this Section 7 on any date14.02(a), the “Conversion Date”), such Holder shall (i) in the case of a Holder seeking to effect such conversion (of a “Converting Holder”) shall Physical Note, (A) transmit by facsimile or electronic mail email (or otherwise deliver), for receipt on or prior to 5:00 p.m. (New York City time time) on such date, a signed copy of an executed a completed written conversion notice in the form attached hereto as Annex A Exhibit G (the “Conversion Notice”) to the Corporation (Attention: President and CEOConversion Agent at xxx.xxxxxxxxxxx@xxxxxx.xxx, Email: Xxxxxx0@Xxxxxxxxx.xxx), which or such other address or email address as the Conversion Notice Agent may specify that such conversion is conditioned upon consummation of a Fundamental Transaction or any other transaction (such Fundamental Transaction or other transaction, a “Conversion Triggering Transaction”)designate in writing, and (B) if required pursuant to subparagraph (iii) belowby Section 14.02(g), surrender to a common carrier for delivery to the CorporationCompany, no later than three (3) Business Days after the Conversion Date, the original stock certificates representing the shares of Series 1 Preferred Stock Note being converted (or an indemnification undertaking in customary form with respect to such shares hereto in the case of the its loss, theft or destruction destruction); and (ii) in the case of a Global Note, effect a book-entry transfer of such Note to the Conversion Agent through the Deposit/Withdrawal at Custodian platform of DTC of the Depositary and comply with the procedures of the Depositary in effect at that time. The Conversion Agent shall notify the Company (and if the Trustee is not the Conversion Agent, the Trustee) of any stock certificate representing such shares) (or, if the conversion is conditioned upon the consummation of a Conversion Triggering Transaction, on the date of (and immediately prior to) the consummation of such Conversion Triggering Transaction). For purposes of determining the maximum number of Conversion Shares that the Corporation may issue to a Holder pursuant to this Section 7 upon Article 14 on the Conversion Date for such conversion. Except as provided below, the “Conversion Date” (y) in respect of each conversion of shares a Physical Note shall be the date that the Conversion Notice is received by the Conversion Agent; provided, that regardless of Series 1 Preferred Stock the form of transmission, if such Conversion Notice is transmitted on a particular day that is not a Trading Day or after 5:00 p.m. New York City time on a Trading Day, it will be treated as being received at 8:00 a.m. New York City time on the next Trading Day (and such date shall be the “Conversion Date”), such Holder’s and (z) in respect of each conversion of a Global Note, shall be the date that the applicable Holder has complied with the requirements set forth in clause (ii) of this paragraph. In connection with the delivery of a Conversion Notice with respect to such conversion or the exercise of any rights under this Article 14 or Article 15, no ink-original Conversion Notice shall constitute a representation by such Holder be required, nor shall any medallion guarantee (on which or other type of guarantee or notarization) of any Conversion Notice be required. The Company acknowledges and agrees that the Corporation shall rely) that, upon the issuance of Trustee and/or the Conversion Shares Agent is authorized and directed to be issued process such conversions without a medallion guarantee (or other type of guarantee or notarization), and agrees to it on such indemnify and hold the Trustee and the Conversion Date, Agent harmless in connection with the shares of Common Stock beneficially owned by such Holder and its Attribution Parties (including shares held by any “group” of which such Holder is a member) will not exceed the Beneficial Ownership Limitation for such Holderforegoing.