Mechanics of Mandatory Conversion. In order to effect a Mandatory Conversion, the Corporation shall provide written notice (a “Mandatory Conversion Notice”) to each holder of outstanding shares of Series A Preferred Stock by first class mail, postage prepaid, to such holder at such holder’s address as it shall appear in the records of the Corporation or such other address as such holder shall specify to the Corporation in writing from time to time. The Mandatory Conversion Notice shall specify (i) the applicable Mandatory Conversion Date, and (ii) the number of shares of Common Stock that each holder shall be entitled to receive in connection with such Mandatory Conversion. Upon receipt of the Mandatory Conversion Notice, each holder of shares of Series A Preferred Stock shall surrender his, her, or its certificate of certificates for all such shares (or, if applicable, a pro rata portion thereof determined in accordance with the penultimate sentence of this Section 3(1)(b)) (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation) to the Corporation at its principal office or at the office of the agency which may be maintained for the purpose of administering conversions and redemptions of the shares of Common Stock (the “Conversion Agent”), in each case, as specified in the applicable Mandatory Conversion Notice. All rights with respect to the shares of Series A Preferred Stock that are converted pursuant to a Mandatory Conversion shall terminate on the Mandatory Conversion Date, subject to the rights of the holders thereof to receive the items provided for in the following sentence. As soon as practicable after the Mandatory Conversion Date, but in no event later than ten (10) days after the Mandatory Conversion Date, the Corporation shall issue and deliver to each holder that has surrendered shares of Series A Preferred Stock in connection therewith, (i) a certificate or certificates (or if the holder shall so elect, and if permitted by applicable law, including without limitation the Securities Act of 1933, uncertificated book-entry shares) representing the number of fully paid and nonassessable shares of Common Stock issuable upon such conversion, with no personal liability attaching to the ownership thereof, free of all taxes with respect to the issuance thereof, liens, charges and security interests and not subject to any preemptive rights, into which such ...
Mechanics of Mandatory Conversion. Upon the occurrence of an event specified in Section 8(a)(i) or 8(a)(ii) above, the outstanding shares of Series A Preferred Stock shall be converted into Common Stock automatically without the need for any further action by the Holders and whether or not the certificates representing such shares are surrendered to the Corporation or its Transfer Agent; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series A Preferred Stock are either delivered to the Corporation or its transfer agent as provided below, or the Holder notifies the Corporation or its Transfer Agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Series A Preferred Stock, the Holders shall surrender the certificates representing such shares at the office of the Corporation or the Transfer Agent. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates a certificate or certificates for the number of shares of Common Stock into which the shares of Series A Preferred Stock surrendered were convertible on the date on which such automatic conversion occurred.
Mechanics of Mandatory Conversion. The Company shall effect the --------------------------------- Mandatory Conversion at Company's Election under Section IV.H(1) by delivering an irrevocable written notice thereof (the "Mandatory Conversion Notice") on a --------------------------- Business Day (the "Mandatory Conversion Notice Date") that is no less than five --------------------------------
Mechanics of Mandatory Conversion. Subject to Section 2(d) above, on the Mandatory Conversion Date, all Holders of Preferred Shares shall surrender all Preferred Shares to the Transfer Agent and all Preferred Shares shall be converted as of such date as if the Holders of such Preferred Shares had given the Conversion Notice for all such Preferred Shares on the Mandatory Conversion Date; provided that the Mandatory Conversion Date shall be extended for any Preferred Shares, at the sole discretion of the Holders of a majority of the Preferred Shares then outstanding (determined by reference to principal balance) for as long as (A) a Triggering Event (defined below) shall have occurred and be continuing, (B) any event shall have occurred and be continuing which with the passage of time and the failure to cure would result in a Triggering Event or (C) in any such Holder's determination, Section 2(d) would apply to any such conversion.
Mechanics of Mandatory Conversion. The Mandatory Conversion of Series M Preferred Stock shall be conducted in the following manner:
Mechanics of Mandatory Conversion. The conversion of this Note pursuant to Section 5(a)(ii) shall be conducted in the following manner: within ten (10) Business Days of the delivery of the written notice from the Company to the Holder that a Mandatory Conversion Event has occurred, the Company shall issue and deliver to the Holder, or to his, her or its nominees, a certificate or certificates for the number of Mandatory Conversion Shares issuable on such conversion in accordance with the provisions hereof, together with cash, if applicable, as provided herein in lieu of any fraction of a share of Common Stock or interest. Upon delivery of the Mandatory Conversion Shares, this Note shall become fully paid and satisfied. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, the Mandatory Conversion Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Mandatory Conversion Shares electronically through the Depository Trust and Clearing Corporation.
Mechanics of Mandatory Conversion. A Mandatory Conversion of this Note shall be effectuated by the Maker sending the Holder a notice of conversion to the Holder (the “Notice of Mandatory Conversion”) at least ten days prior to the Maturity Date. Interest accrued or accruing from the date of issuance to the date of conversion shall be paid or converted into Common Stock as set forth above. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. Any Mandatory Conversion of this Note shall occur on the Maturity Date. The Holder authorizes email delivery of a Notice of Mandatory Conversion to the email address set forth on the signature page hereto, if any. Certificates representing Conversion Shares will be delivered to the Holder to the address specified by the Holder in the note register maintained by the Maker.
Mechanics of Mandatory Conversion. In order for the Maker to convert the Note into shares of Common Stock pursuant to Section 2.2, at least fifteen (15) days prior to the date set by the Board of Directors on which the Note will automatically be converted to Common Stock (the "Mandatory Conversion Date"), written notice (the "Mandatory Conversion Notice") shall be given to each Holder at Xxxxxx's address last shown on the records of the Maker, specifying the applicable Conversion Price and the Mandatory Conversion Date. On or after and as of the Mandatory Conversion Date, the Note shall be deemed converted into shares of Common Stock in accordance with Section 2.2 above. From and after the Mandatory Conversion Date, all interest on the Note shall cease to accrue, all rights of the Holder (except the right to receive certificates representing the applicable number of shares of Common Stock upon surrender of the Note) shall cease with respect to such Note, and the Note shall thereafter not be deemed to be outstanding for any purpose whatsoever.
Mechanics of Mandatory Conversion. Upon a Mandatory Conversion, the Principal Amount shall automatically, and without any further action on the part of the Holder and whether or not the Note is surrendered to the Issuer, be converted into shares of Common Stock at the Mandatory Conversion Price on the consummation of the Qualified Offering. The Issuer shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such mandatory conversion unless this Note is either delivered to the Issuer or the Holder notifies the Issuer that this Note been lost, stolen or destroyed and executes an agreement satisfactory to the Issuer to indemnify the Issuer from any loss incurred by it in connection with such loss, theft or destruction. Upon receipt by the Issuer of this Note or an agreement satisfactory to the Issuer to indemnify the Issuer from any loss incurred by it in connection with such loss, theft or destruction, the Issuer at its expense shall, as soon as practicable thereafter, issue and deliver to such Holder, or to the nominee or nominees of such Holder, a certificate or certificates for the shares of Common Stock to which such Holder shall be entitled as aforesaid.
Mechanics of Mandatory Conversion. All holders of record of shares of Series E Preferred Stock shall be sent written notice of the mandatory conversion at least ten (10) business days prior to the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares in certificated form shall surrender his, her or its certificate or certificates for all such shares, if any (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), to the Company at the place designated in such notice. If so required by the Company, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the shares converted pursuant to this Section 7(d), including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the shares of Common Stock. As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for the shares, the Company shall issue and deliver to such holder of Series E Preferred Stock, or to his, her or its nominees, a certificate or certificates, or a notification of book entry, for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.
