Common use of Mandatory Conversion; Conversion Procedures Clause in Contracts

Mandatory Conversion; Conversion Procedures. Effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which both Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto (the “Conversion Date”) with respect to Series B Preferred Stock, all outstanding shares of Series B Preferred Stock shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B Preferred Stock shall automatically convert, effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which the Issuance Approval has been received (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Conversion Date”) into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Corporation’s equity compensation plans or other contractual obligations as of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”). The number of shares of Common Stock into which a share of Series B Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to the contrary contained in these Articles of Amendment, the number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation), (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation). Upon the Conversion Date or Partial Conversion Date, any certificates representing shares of Series B Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares) issuable upon the Conversion Date or the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share of Series B Preferred Stock held.

Mandatory Conversion; Conversion Procedures. (a) Effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which both the Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto received (the “Conversion Date”) with respect to Series B Preferred Stock, all outstanding shares of Series B Preferred Stock shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B Preferred Stock shall automatically convert, effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which the Issuance Approval has been received (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Conversion Date”) into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Corporation’s equity compensation plans or other contractual obligations as of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”). The number of shares of Common Stock into which a share of Series B Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to the contrary contained in these Articles of Amendment, the number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation)time, (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for Limit, and, provided further, that such restriction or conversion shall not apply to any bank holding company controlling the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities Corporation as of the Corporation)date hereof. Upon the Conversion Date or Partial Conversion Date, any certificates the certificate representing shares of Series B Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares) issuable upon the Conversion Date or the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share of Series B Preferred Stock held. (b) Upon receipt of the Shareholder Approvals, the Corporation shall provide, within one (1) Business Day thereafter, notice of conversion to each Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate: (i) the Conversion Date; (ii) a form of letter of transmittal to completed and returned to the Transfer Agent; (iii) the number of shares of Common Stock (plus cash in lieu of fractional shares, if any) to be issued upon conversion of each share of Series B Preferred Stock held of record by such Holder and subject to such Mandatory Conversion; and (iv) the place or places where Series B Preferred Stock Certificates (if held in certificated form) held of record by such Holder are to be surrendered for issuance of certificates representing shares of Common Stock. (c) If the Holder specifies in the letter of transmittal that shares of Common Stock issuable upon Conversion of shares of Series B Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series B Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. In the event that such Holder fails to surrender the required number of shares within 30 days after the Conversion Date, the Corporation shall, by written notice to such Holder, indicate which shares have been converted pursuant to Section 5(a). (d) Upon receipt by the Transfer Agent of a completed and duly executed letter of transmittal as set forth in Section 5(b), compliance with Section 5(c), if applicable, and surrender of the Series B Preferred Stock Certificate(s) to be converted (if held in certificated form), the Corporation shall, within two (2) Business Days following the receipt of certificate surrendered for issuance of Common Stock, subject to (i) the receipt of a written notice from a Holder of the receipt of necessary Regulatory Approval, if any is applicable, and (ii) if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, issue and shall instruct the Transfer Agent to register the number of shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) of such Holder or the name(s) specified by such Holder in the completed letter of transmittal, if any.

Mandatory Conversion; Conversion Procedures. (a) Effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which both the Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto received (the “Conversion Date”) with respect to Series B C Preferred Stock, all outstanding shares of Series B C Preferred Stock shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B Preferred Stock shall automatically convert, effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which the Issuance Approval has been received (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Conversion Date”) into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Corporation’s equity compensation plans or other contractual obligations as of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”). The number of shares of Common Stock into which a share of Series B C Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to the contrary contained in these Articles of Amendment, the number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation)time, (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B C Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for Limit, and, provided further, that such restriction or conversion shall not apply to any bank holding company controlling the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities Corporation as of the Corporation)date hereof. Upon the Conversion Date or Partial Conversion Date, any certificates the certificate representing shares of Series B C Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares) issuable upon the Conversion Date or the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share of Series B C Preferred Stock held. (b) Upon receipt of the Shareholder Approvals, the Corporation shall provide, within one (1) Business Day thereafter, notice of conversion to each Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate: (i) the Conversion Date; (ii) a form of letter of transmittal to completed and returned to the Transfer Agent; (iii) the number of shares of Common Stock (plus cash in lieu of fractional shares, if any) to be issued upon conversion of each share of Series C Preferred Stock held of record by such Holder and subject to such Mandatory Conversion; and (iv) the place or places where Series C Preferred Stock Certificates (if held in certificated form) held of record by such Holder are to be surrendered for issuance of certificates representing shares of Common Stock. (c) If the Holder specifies in the letter of transmittal that shares of Common Stock issuable upon Conversion of shares of Series C Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series C Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. In the event that such Holder fails to surrender the required number of shares within 30 days after the Conversion Date, the Corporation shall, by written notice to such Holder, indicate which shares have been converted pursuant to Section 5(a). (d) Upon receipt by the Transfer Agent of a completed and duly executed letter of transmittal as set forth in Section 5(b), compliance with Section 5(c), if applicable, and surrender of the Series C Preferred Stock Certificate(s) to be converted (if held in certificated form), the Corporation shall, within two (2) Business Days following the receipt of certificate surrendered for issuance of Common Stock, subject to (i) the receipt of a written notice from a Holder of the receipt of necessary Regulatory Approval, if any is applicable, and (ii) if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, issue and shall instruct the Transfer Agent to register the number of shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) of such Holder or the name(s) specified by such Holder in the completed letter of transmittal, if any.

Mandatory Conversion; Conversion Procedures. Effective as (a) Subject to the provisions of the close of business on a date no later than the fifth (5th) Business Day following the date on which both Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto (the “Conversion Date”) with respect to Series B Preferred Stock, all outstanding shares of Series B Preferred Stock shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B Preferred Stock shall automatically convertSection 15, effective as of the close of business on a date of the Mandatory Conversion Date, all Series D Preferred Shares shall, automatically convert into Non-Voting Common Shares at the Conversion Rate as set forth below, and the Series D Preferred Shares shall automatically cease to be outstanding. (b) Except pursuant to Section 10, no later than allowance or adjustment shall be made with respect to holders of Series D Preferred Shares or the fifth (5th) Business Day following the date on Non-Voting Common Shares into which the Issuance Approval has been received (but only if Series D Preferred Shares are converted. Prior to the Articles Amendment Approval was not obtained at such meeting) (close of business on the “Partial Mandatory Conversion Date”, Non-Voting Common Shares issuable upon conversion of, or other securities issuable upon conversion of, any Series D Preferred Shares shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Non-Voting Common Shares or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Non-Voting Common Shares or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Non-Voting Common Shares or other securities issuable upon conversion) into shares by virtue of Common Stock holding Series D Preferred Shares. (c) Shares of previously issued Series D Preferred Shares duly converted in accordance with this Article IV.E will resume the status of authorized and unissued Preferred Shares and available for future issuance. The Corporation may from time-to-time take such appropriate action as otherwise contemplated hereinmay be necessary to reduce the authorized number of Series D Preferred Shares, but only to not below the extent of the total number of shares Series D Preferred Shares then outstanding. (d) The Person or Persons entitled to receive the Non-Voting Common Shares and/or cash, securities or other property issuable upon conversion of outstanding Series D Preferred Shares shall be treated for all purposes as the record holder(s) of such Non-Voting Common Stock available for issuance Shares and/or securities as of the close of business on the Mandatory Conversion Date (taking into consideration any shares reserved for issuance pursuant to Date. If a Holder shall not by written notice designate the Corporation’s equity compensation plans name in which Non-Voting Common Shares and/or cash, securities or other contractual obligations as property (including payments of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”). The number of shares of Common Stock into which a share of Series B Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to the contrary contained in these Articles of Amendment, the number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation), (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation). Upon the Conversion Date or Partial Conversion Date, any certificates representing shares of Series B Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares) issuable to be issued or paid upon conversion of Series D Preferred Shares should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or, if the Series D Preferred Shares are then held by book-entry with DTC or any successor Depositary, through book-entry transfer through the Depositary. (e) Although conversion into Non-Voting Common Shares is automatic as provided in Section 8(a), the mechanical issuance of Non-Voting Common Shares will occur on the Mandatory Conversion Date or as follows: (i) On the Partial Mandatory Conversion Date, together with all dividends Non-Voting Common Shares shall be issued to Holders or their designee upon presentation and rights accruing with respect surrender of the certificate evidencing the Series D Preferred Shares to such shares of Common Stock from and after the Conversion Date Agent, if Series D Preferred Shares are held in certificated form, and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes. If a Holder’s interest is a beneficial interest in shares representing Series D Preferred Shares held by book-entry with DTC or any successor Depositary, a book-entry transfer through the Partial Depositary will be made by the Conversion DateAgent upon compliance with the Depositary’s procedures for converting a beneficial interest in a global security. (ii) On the date of the conversion of outstanding Series D Preferred Shares to Non-Voting Common Shares, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert: (A) complete and manually sign the conversion notice provided by the Conversion Agent, which the Corporation shall cause to be provided to each Holder prior to the shareholder meeting at which the Shareholder Approval is sought, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent; (B) surrender the Series D Preferred Shares to the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if the Non-Voting Common Shares will not be issued to the Holder, pay all transfer or similar taxes. If the Series D Preferred Shares are held by book-entry with DTC or any successor Depositary, in order to convert, such Holder must comply with paragraphs (C) and (D) of this clause (ii) and comply with the Depositary’s procedures for converting a beneficial interest in a global security, which the Corporation shall cause to be communicated to each share Holder prior to the shareholder meeting at which the Shareholder Approval is sought. (iii) The Conversion Agent shall, on a Holder’s behalf, convert the Series D Preferred Shares into Non-Voting Common Shares, in accordance with the terms of Series B Preferred Stock heldthe notice delivered by such Hxxxxx described in paragraph (ii) of this subsection.

Mandatory Conversion; Conversion Procedures. (a) Effective as of the close of business on a date no later than the fifth (5th) Business Day following the date on which both the Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto are received (the “Conversion Date”) with respect to Series B A Preferred Stock, all outstanding shares of Series B A Preferred Stock shall shall, without any action by the holders, automatically convert into the number of shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that. Upon the Conversion Date, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding each certificate representing shares of Series B A Preferred Stock shall automatically convert, effective as of represent solely the close of business on right to receive a date no later than certificate representing the fifth (5th) Business Day following the date on which the Issuance Approval has been received (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Conversion Date”) into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of issued upon the Conversion Date (taking into consideration any for the shares reserved for issuance pursuant of Series A Preferred Stock represented by each such certificate, upon proper surrender of such certificates to the Corporation or cancellation of such book entries on the Corporation’s equity compensation plans or other contractual obligations its Transfer Agent’s records, as of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”)applicable. The number of shares of Common Stock into which a share of Series B A Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to . (b) Upon receipt of the contrary contained in these Articles of AmendmentShareholder Approvals, the number Corporation shall provide promptly, but in any event within five (5) Business Days thereafter, notice of shares conversion to each Holder (such notice a “Notice of Common Stock to be issued Mandatory Conversion”). In addition to any Holder (other than a Holder that has obtained all consentsinformation required by applicable law or regulation, permits, approvals, registrations and waivers the Notice of any governmental authority which are necessary or advisable for Mandatory Conversion with respect to such Holder to exceed the Ownership Limit (shall state, as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not appropriate: (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation), Conversion Date; (ii) otherwise cause such Holder or any a form of its Affiliates letter of transmittal to be required completed and returned to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or Transfer Agent; (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation). Upon the Conversion Date or Partial Conversion Date, any certificates representing shares of Series B Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares, if any pursuant to Section 9) received upon Conversion of each share of Series A Preferred Stock held of record by such Holder upon such Mandatory Conversion; and (iv) the place or places where Series A Preferred Stock Certificates (if held in certificated form) held of record by such Holder are to be surrendered for issuance of certificates representing shares of Common Stock. (c) Upon receipt by the Transfer Agent of a completed and duly executed letter of transmittal as contemplated by Section 5(b), and proper surrender of the Series A Preferred Stock certificate (if held in certificated form), the Corporation shall, within two (2) Business Days following notification from the Transfer Agent of the proper surrender of such certificate, instruct the Transfer Agent to issue a certificate for that number of shares of Common Stock issuable upon the Conversion Date or of the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share of Series B A Preferred Stock heldrepresented by such certificate.

Mandatory Conversion; Conversion Procedures. (a) Notwithstanding anything to the contrary herein, the Series C Preferred Stock shall not be convertible in the hands of the initial Holder or any other Holder that is not a Permitted Transferee. Effective as of the close of business on a the effective date no later than of the fifth (5th) Business Day following the date on which both Shareholder Approvals have been received, an Articles full conversion of Amendment has been filed with the Virginia State Corporation Commission and a certificate all shares of amendment has been issued with respect thereto Series B Preferred Stock into shares of Common Stock (the “Conversion Date”) with respect to Series B Preferred Stock), all outstanding shares of Series B C Preferred Stock held by a Permitted Transferee shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B C Preferred Stock held by a Permitted Transferee shall automatically convert, effective as of the close of business on a the effective date no later than of such partial conversion of the fifth (5th) Business Day following the date on which the Issuance Approval has been received Series B Preferred Stock (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Conversion Date”) into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Corporation’s equity compensation plans or other contractual obligations as of such date), allocated pro rata among the Holders of the Series B Preferred Stock and the Series C Preferred Stock (a “Partial Conversion”). In the event that a Permitted Transferee shall acquire any shares of Series C Preferred Stock that would have previously converted into shares of Common Stock but for the fact that such shares were not held by a Permitted Transferee, such shares of Series C Preferred Stock shall at the earliest possible date automatically convert in accordance with the conversion procedures herein, mutatis mutandis. The number of shares of Common Stock into which a share of Series B C Preferred Stock shall be convertible shall be determined by dividing the Liquidation Amount by the Conversion Price (subject to any Partial Conversion and the conversion procedures of Section 6 hereof) plus cash in lieu of fractional shares in accordance with Section 9 hereof; provided that, notwithstanding anything to the contrary contained in these Articles of Amendment, the number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation), (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such Holder, but cannot be issued to such Holder at the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation). Upon the Conversion Date or Partial Conversion Date, any certificates representing shares of Series B C Preferred Stock so converted shall represent solely the right to receive the number of shares of Common Stock (plus cash in lieu of fractional shares) issuable upon the Conversion Date or the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share of Series B C Preferred Stock held. (b) Upon receipt of the Issuance Approval or both Shareholder Approvals, as the case may be, the Corporation shall provide, within one (1) Business Day thereafter, notice of conversion to each Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate: (i) The Conversion Date (or in the case of a Partial Conversion, the Partial Conversion Date); (ii) a form of letter of transmittal to be completed and returned to the Transfer Agent; (iii) the number of shares of Common Stock (plus cash in lieu of fractional shares, if any) to be issued upon conversion of each share of Series C Preferred Stock held of record by such Holder and subject to such Mandatory Conversion; and (iv) the place or places where Series C Preferred Stock certificates (if held in certificated form) held of record by such Xxxxxx are to be surrendered for issuance of certificates representing shares of Common Stock. (c) If the Holder specifies in the letter of transmittal that shares of Common Stock issuable upon Conversion of shares of Series C Preferred Stock shall be issued to a Person other than the Holder surrendering the shares of Series C Preferred Stock being converted, then the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued. In the event that such Xxxxxx fails to surrender the required number of shares within 30 days after the Conversion Date, the Corporation shall, by written notice to such Holder, indicate which shares have been converted pursuant to Section 5(a). (d) Upon receipt by the Transfer Agent of a completed and duly executed letter of transmittal as set forth in Section 5(b), compliance with Section 5(c), if applicable, and surrender of the Series C Preferred Stock certificate(s) to be converted (if held in certificated form), the Corporation shall, within two (2) Business Days following the receipt of certificate surrendered for issuance of Common Stock, subject to (i) the receipt of a written notice from a Holder of the receipt of necessary Regulatory Approval, if any is applicable, and (ii) if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, issue and shall instruct the Transfer Agent to register the number of shares of Common Stock to which such Holder shall be entitled upon conversion (and, in the case of a Partial Conversion, the remaining shares of Series C Preferred Stock) in the name(s) of such Holder or the name(s) specified by such Xxxxxx in the completed letter of transmittal, if any.

Mandatory Conversion; Conversion Procedures. Effective as (a) Subject to the provisions of the close of business on a date no later than the fifth (5th) Business Day following the date on which both Shareholder Approvals have been received, an Articles of Amendment has been filed with the Virginia State Corporation Commission and a certificate of amendment has been issued with respect thereto (the “Conversion Date”) with respect to Series B Preferred Stock, all outstanding shares of Series B Preferred Stock shall automatically convert into shares of Common Stock as set forth below (the “Mandatory Conversion”); provided that, in the event that the Corporation has obtained the Issuance Approval but not the Articles Amendment Approval, outstanding shares of Series B Preferred Stock shall automatically convertSection 15, effective as of the close of business on a date no later than of the fifth (5th) Business Day following the date on which the Issuance Approval has been received (but only if the Articles Amendment Approval was not obtained at such meeting) (the “Partial Mandatory Conversion Date”) , all Series B Preferred Shares shall, automatically convert into shares of Common Stock as otherwise contemplated herein, but only to the extent of the total number of shares of Common Stock available for issuance as of Shares at the Conversion Date (taking into consideration any shares reserved for issuance pursuant to the Corporation’s equity compensation plans or other contractual obligations Rate as of such date)set forth below, allocated pro rata among the Holders of and the Series B Preferred Stock and the Series C Preferred Stock Shares shall automatically cease to be outstanding. (a “Partial Conversion”). The number of shares of Common Stock into which a share b) Except pursuant to Section 10, no allowance or adjustment shall be made with respect to holders of Series B Preferred Stock Shares or the Common Shares into which the Series B Preferred Shares are converted. Prior to the close of business on the Mandatory Conversion Date, Common Shares issuable upon conversion of, or other securities issuable upon conversion of, any Series B Preferred Shares shall not be convertible deemed outstanding for any purpose, and Holders shall be determined have no rights with respect to the Common Shares or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Shares or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Shares or other securities issuable upon conversion) by dividing the Liquidation Amount by the Conversion Price virtue of holding Series B Preferred Shares. (subject to any Partial Conversion and the conversion procedures c) Shares of Section 6 hereof) plus cash in lieu of fractional shares previously issued Series B Preferred Shares duly converted in accordance with Section 9 hereof; provided that, notwithstanding anything this Article IV.D will resume the status of authorized and unissued Preferred Shares and available for future issuance. The Corporation may from time-to-time take such appropriate action as may be necessary to reduce the contrary contained in these Articles of Amendment, the authorized number of shares of Common Stock to be issued to any Holder (other than a Holder that has obtained all consents, permits, approvals, registrations and waivers of any governmental authority which are necessary or advisable for such Holder to exceed the Ownership Limit (as defined below)) pursuant to these Articles of Amendment shall be issued to the extent (but only to the extent) that the issuance of such shares of Common Stock would not (i) cause or result in such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of securities which would represent more than 9.99% of the voting securities of any class or series of the Corporation’s capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation), (ii) otherwise cause such Holder or any of its Affiliates to be required to file a notice or application for approval under the BHC Act, the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any shares of Common Stock that would otherwise be issued to the Holder upon conversion of shares of Series B Preferred Stock held by such HolderShares, but cannot be issued to such Holder at below the time of conversion as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the Corporation). Upon the Conversion Date or Partial Conversion Date, any certificates representing shares number of Series B Preferred Stock so converted shall represent solely the right Shares then outstanding. (d) The Person or Persons entitled to receive the number Common Shares and/or cash, securities or other property issuable upon conversion of shares outstanding Series B Preferred Shares shall be treated for all purposes as the record holder(s) of such Common Stock Shares and/or securities as of the close of business on the Mandatory Conversion Date. If a Holder shall not by written notice designate the name in which Common Shares and/or cash, securities or other property (plus including payments of cash in lieu of fractional shares) issuable to be issued or paid upon the Conversion Date or the Partial Conversion Date, together with all dividends and rights accruing with respect to such shares of Common Stock from and after the Conversion Date or the Partial Conversion Date, for each share conversion of Series B Preferred Stock heldShares should be registered or paid or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Corporation or, if the Series B Preferred Shares are then held by book-entry with DTC or any successor Depositary, through book-entry transfer through the Depositary. (e) Although conversion into Common Shares is automatic as provided in Section 8(a), the mechanical issuance of Common Shares will occur on the Mandatory Conversion Date as follows: (i) On the Mandatory Conversion Date, Common Shares shall be issued to Holders or their designee upon presentation and surrender of the certificate evidencing the Series B Preferred Shares to the Conversion Agent, if Series B Preferred Shares are held in certificated form, and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes. If a Holder’s interest is a beneficial interest in shares representing Series B Preferred Shares held by book-entry with DTC or any successor Depositary, a book-entry transfer through the Depositary will be made by the Conversion Agent upon compliance with the Depositary’s procedures for converting a beneficial interest in a global security. (ii) On the date of the conversion of outstanding Series B Preferred Shares to Common Shares, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert: (A) complete and manually sign the conversion notice provided by the Conversion Agent, which the Corporation shall cause to be provided to each Holder prior to the shareholder meeting at which the Shareholder Approval is sought, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent; (B) surrender the Series B Preferred Shares to the Conversion Agent; (C) if required, furnish appropriate endorsements and transfer documents; and (D) if the Common Shares will not be issued to the Holder, pay all transfer or similar taxes. If the Series B Preferred Shares are held by book-entry with DTC or any successor Depositary, in order to convert, such Holder must comply with paragraphs (C) and (D) of this clause (ii) and comply with the Depositary’s procedures for converting a beneficial interest in a global security, which the Corporation shall cause to be communicated to each Holder prior to the shareholder meeting at which the Shareholder Approval is sought. (iii) The Conversion Agent shall, on a Holder’s behalf, convert the Series B Preferred Shares into Common Shares, in accordance with the terms of the notice delivered by such Holder described in paragraph (ii) of this subsection.