Common use of Mechanics of Mandatory Conversion Clause in Contracts

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 shares of Series A Preferred Stock have been converted in connection with such Mandatory Conversion, and (ii) any cash payable in respect of fractional shares as provided in Section 3(4). The converted shares of Series A Preferred Stock shall be retired and cancelled and may not be reissued. In the case of Mandatory Conversion of fewer than all of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected, and allocated among the holders of outstanding shares of Series A Preferred Stock on a pro rata basis in accordance with the number of shares of Series A Preferred Stock then held by each such holder. In the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to the holder of such certificate.

Mechanics of Mandatory Conversion. In order Upon a mandatory conversion pursuant to effect a Mandatory ConversionSection 4(a)(ii), the Corporation Accreted Value shall provide written notice (a “Mandatory Conversion Notice”) to each holder of outstanding shares of Series A Preferred Stock by first class mailautomatically, postage prepaid, to such holder at such holder’s address as it shall appear in and without any further action on the records part of the Corporation Holder and whether or such other address as such holder shall specify not the Note is surrendered to the Corporation in writing from time to time. The Mandatory Conversion Notice shall specify (i) the applicable Mandatory Conversion DateCompany, and (ii) the number of be converted into shares of Common Stock that each holder shall be entitled to receive at the Conversion Price specified in connection with such Mandatory Conversion. Upon receipt Section 4(b)(ii) above on the consummation 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 IPO (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 IPO Conversion Date, subject to ” and together with 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 Voluntary Conversion Date, the Corporation “Conversion Date”). The Company shall not be obligated to 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 evidencing 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 mandatory conversion unless this Note is either delivered to the ownership thereofCompany or the Holder notifies the Company that this Note been lost, free of all taxes with respect stolen or destroyed and executes an agreement satisfactory to the issuance thereof, liens, charges and security interests and not subject Company to indemnify the Company from any preemptive rights, into which such shares of Series A Preferred Stock have been converted loss incurred by it in connection with such Mandatory Conversionloss, theft or destruction. Upon receipt by the Company of this Note or an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such loss, theft or destruction, the Company at its expense shall, as soon as practicable thereafter, issue and (ii) any cash payable in respect deliver at such office to such Holder, or to the nominee or nominees of fractional shares as provided in Section 3(4). The converted shares of Series A Preferred Stock shall be retired and cancelled and may not be reissued. In the case of Mandatory Conversion of fewer than all of such Holder, a certificate or certificates for the shares of Series A Preferred Common Stock at to which such Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been upon the time outstandingcompletion of the IPO, and the person or persons entitled to receive the shares of Series A Preferred Common Stock to be redeemed issuable upon such conversion shall be selected, and allocated among treated for all purposes as the record holder or holders of outstanding such shares of Series A Preferred Common Stock on a pro rata basis as of such date. Notwithstanding the foregoing, if the Company’s transfer agent is participating in accordance with the DTC Fast Automated Securities Transfer Program, the Company may credit such aggregate number of shares of Series A Preferred Common Stock then held by each such holder. In to which the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock Holder shall be issued entitled pursuant to such conversion to the holder of such certificateHolder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at custodian system.

Mechanics of Mandatory Conversion. Notice of any mandatory conversion of the Series I Preferred Stock ("Mandatory Conversion Notice") specifying the time of conversion, the Conversion Rate and the Closing Price history of the Common Stock or the cash payment of remaining dividends payable as PIK Shares, as applicable, and the paragraph pursuant to which such conversion is required, shall be mailed by certified or registered mail, return receipt requested, at the address for such holder shown on the Corporation's records. In order the case of mandatory conversion made at the election of the Corporation, such Mandatory Conversion Notice shall be mailed not more than one hundred twenty (120) nor less than thirty (30) days prior to effect a the date on which such conversion is to be made, with respect to the Series I Preferred Stock. Upon mailing any Mandatory ConversionConversion Notice, the Corporation shall provide written notice (a “Mandatory Conversion Notice”) issue and deliver at its principal executive office to each holder of outstanding shares of Series A I Preferred Stock by first class mailwho returns his Series I Preferred Stock certificate, postage prepaidor to his nominee or nominees, to such holder at such holder’s address as it shall appear in the records of the Corporation a certificate 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) certificates representing the number of shares of Common Stock that each and a check or cash with respect to any fractional interest in a share of Common Stock to which such holder shall be entitled as aforesaid in accordance with Section IV.C. Any conversion made at the election of the Corporation shall be deemed to receive in connection with such Mandatory Conversion. Upon receipt have been made immediately prior to the close of business on the date of mailing of the Mandatory Conversion Notice, each holder of shares of Series A Preferred Stock shall surrender his, her, and the person 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 persons entitled 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 conversion shall be treated for all purposes as the record holder or holders of such conversionCommon Stock on such date. On the date of such mailing, with no personal liability attaching to the ownership thereof, free of all taxes with respect to certificates representing the issuance thereof, liens, charges and security interests and not subject to any preemptive rights, into which such shares of Series A Preferred Stock have been converted in connection with such Mandatory Conversion, and (ii) any cash payable in respect of fractional shares as provided in Section 3(4). The converted shares of Series A I Preferred Stock shall be retired null and cancelled void and may not be reissuedshall no longer represent an interest in the Corporation and dividends shall cease to accrue thereon. In the case of Any Mandatory Conversion of fewer than all of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed Notice that is mailed as provided in this subsection (iii) shall be selectedconclusively presumed to have been duly given, and allocated among the holders of outstanding shares of Series A Preferred Stock on a pro rata basis in accordance with the number of shares of Series A Preferred Stock then held by each such holder. In the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to whether or not the holder of the Series I Preferred Stock receives such certificatenotice; and failure to give such notice or any defect in such notice shall not affect the validity of the proceedings for the mandatory conversion of Series I Preferred Stock.

Mechanics of Mandatory Conversion. In order to effect Upon a Mandatory Conversion, the Corporation Principal Amount shall provide written notice (a “Mandatory Conversion Notice”) to each holder of outstanding shares of Series A Preferred Stock by first class mailautomatically, postage prepaid, to such holder at such holder’s address as it shall appear in and without any further action on the records part of the Corporation Holder and whether or such other address as such holder shall specify not the Note is surrendered to the Corporation in writing from time to time. The Mandatory Conversion Notice shall specify (i) the applicable Mandatory Conversion DateCompany, and (ii) the number of be converted into shares of Common Stock that each holder shall be entitled to receive in connection with such Mandatory Conversion. Upon receipt of at 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 Price on 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 consummation of the agency which may be maintained for the purpose of administering conversions and redemptions of the shares of Common Stock Qualified Offering (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 ” and together with 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 Optional Conversion Date, the Corporation “Conversion Date”). The Company shall not be obligated to 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 evidencing 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 mandatory conversion unless this Note is either delivered to the ownership thereofCompany or the Holder notifies the Company that this Note been lost, free of all taxes with respect stolen or destroyed and executes an agreement satisfactory to the issuance thereof, liens, charges and security interests and not subject Company to indemnify the Company from any preemptive rights, into which such shares of Series A Preferred Stock have been converted loss incurred by it in connection with such Mandatory Conversionloss, theft or destruction. Upon receipt by the Company of this Note or an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such loss, theft or destruction, the Company at its expense shall, as soon as practicable thereafter, issue and (ii) any cash payable in respect deliver at such office to such Holder, or to the nominee or nominees of fractional shares as provided in Section 3(4). The converted shares of Series A Preferred Stock shall be retired and cancelled and may not be reissued. In the case of Mandatory Conversion of fewer than all of such Holder, a certificate or certificates for the shares of Series A Preferred Common Stock at to which such Holder shall be entitled as aforesaid. Such conversion shall be deemed to have been upon the time outstandingcompletion of the Qualified Offering, and the person or persons entitled to receive the shares of Series A Preferred Common Stock to be redeemed issuable upon such conversion shall be selected, and allocated among treated for all purposes as the record holder or holders of outstanding such shares of Series A Preferred Common Stock on a pro rata basis as of such date. Notwithstanding the foregoing, if the Company’s transfer agent is participating in accordance with the DTC Fast Automated Securities Transfer Program, the Company may credit such aggregate number of shares of Series A Preferred Common Stock then held by each such holder. In to which the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock Holder shall be issued entitled pursuant to such conversion to the holder of such certificateHolder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at custodian system.

Mechanics of Mandatory Conversion. (i) In order the event of mandatory conversion pursuant to effect a Mandatory ConversionSection 7(a), the Corporation shall provide deliver as promptly as practicable 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 specifying: (A) 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 Date (i) the applicable Mandatory Conversion Date, and as defined below); (iiB) the number of shares of Common Stock that to be issued in respect of 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 share of Series A Preferred Stock that is converted; (C) the place or places where certificates for such shares are converted pursuant to a Mandatory Conversion shall terminate on the Mandatory Conversion Date, subject to the rights be surrendered for issuance 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 which date shall be as soon as practicable following the Mandatory Conversion Date and (D) that dividends on the shares to be converted will cease to accrue on such Mandatory Conversion Date. Unless the shares issuable upon such conversion, with no personal liability attaching mandatory conversion are to be issued in the ownership thereof, free of all taxes with respect to same name as the issuance thereof, liens, charges and security interests and not subject to any preemptive rights, into name in which such shares of Series A Preferred Stock have been converted are registered, each share surrendered for mandatory conversion shall be accompanied by instruments of transfer, in connection form satisfactory to the Corporation, duly executed by the holder thereof or such holder’s duly authorized attorney and an amount sufficient to pay any transfer or similar tax in accordance with such Mandatory Conversion, and (ii) any cash payable in respect of fractional shares as provided in Section 3(47(b)(vi). The converted Within two Business Days after the surrender by the holder of the certificates for shares of Series A Preferred Stock shall be retired and cancelled and may not be reissued. In the case of Mandatory Conversion of fewer than all of the shares of Series A Preferred Stock at the time outstandingas aforesaid, the shares of Series A Preferred Stock Corporation shall issue and shall deliver to be redeemed shall be selectedsuch holder, and allocated among or on the holders of outstanding shares of Series A Preferred Stock on holder’s written order to the holder’s transferee, a pro rata basis in accordance with certificate or certificates for the whole number of shares of Series A Preferred Common Stock then held by each such holder. In issuable upon the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to the holder mandatory conversion of such certificateshares and a check payable in an amount corresponding to any fractional interest in a share of Common Stock as provided in Section 7(b)(vii).

Mechanics of Mandatory Conversion. In order to effect a Mandatory ConversionTo exercise conversion rights under this Section 4(b), the Corporation shall provide give written notice (a “Mandatory Conversion Notice”) to each holder of outstanding the holders of record (at the close of business on the business day next preceding the day on which notice is given) of Series A Convertible Preferred Stock that the Corporation elects to convert shares of Series A Convertible Preferred Stock by first class mail, postage prepaid, to such holder at such holder’s 's address as it the same appears on the stock register of the Corporation, which notice shall appear be certified by the Chief Executive Officer of the Corporation and shall set forth: (i) the amount of shares of Series A Convertible Preferred Stock being converted into Common Stock in the records aggregate and for each holder of Series A Convertible Preferred Stock and (ii) a reasonably detailed description of the Conversion Event or Events. Such notice shall not contain any information which the Corporation in good faith considers to be material non-public information, unless simultaneous with the giving of such notice, the Corporation makes such information public. No defect in such notice shall render the mandatory conversion invalid. The date specified for conversion in such written notice sent by the Corporation (as long as such notice is delivered at least 15 days prior to the date specified for conversion) shall be the "Conversion Date" with respect to such shares. A s promptly as practicable --------------- after the Conversion Date and compliance with applicable securities laws, the Corporation shall issue and shall deliver to the holder of the shares of Series A Convertible Preferred Stock being converted, a certificate or certificates in such denominations as such holder may request in writing for the number of full shares of Common Stock issuable upon the conversion of such shares of Series A Convertible Preferred Stock in accordance with the provisions of this Section 4, plus cash as provided in Section 4(g) below in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Convertible Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of shares of Common Stock represented thereby. Upon any mandatory conversion of shares of Series A Convertible Preferred Stock into shares of Common Stock pursuant to this Section 4(b), the holders of such converted shares shall surrender the certificates formerly representing such shares at the office of the Corporation or of any transfer agent for Common Stock. Thereupon, there shall be issued and delivered to each such other address holder, promptly at such office and in its name as shown on such holder shall specify to the Corporation in writing from time to time. The Mandatory Conversion Notice shall specify (i) the applicable Mandatory Conversion Datesurrendered certificate or certificates, and (ii) a certificate or certificates for the number of shares of Common Stock that each holder shall be entitled to receive in connection with into which such Mandatory Conversion. Upon receipt of the Mandatory Conversion Notice, each holder of shares of Series A Convertible Preferred Stock were so converted and cash as provided in Section 4(g) below in respect of any fraction of a share of Common Stock issuable upon such conversion. The Corporation shall surrender hisnot be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless and until certificates formerly evidencing the converted shares of Series A Convertible Preferred Stock are either delivered to the Corporation or its transfer agent, heras hereinafter provided, or its certificate of certificates for all the holder thereof notifies the Corporation or 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 transfer agent that such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit destroyed and indemnity in form executes and substance reasonably acceptable delivers an agreement to the Corporation) to indemnify 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 from any loss incurred by it 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 shares of Series A Preferred Stock have been converted in connection with such Mandatory Conversion, and (ii) any cash payable in respect of fractional shares as provided in Section 3(4). The converted shares of Series A Preferred Stock shall be retired and cancelled and may not be reissued. In the case of Mandatory Conversion of fewer than all of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected, and allocated among the holders of outstanding shares of Series A Preferred Stock on a pro rata basis in accordance with the number of shares of Series A Preferred Stock then held by each such holder. In the event that fewer than all of the shares of Series A Preferred Stock represented by a certificate are converted in connection with a Mandatory Conversion, then a new certificate representing the unconverted shares of Series A Preferred Stock shall be issued to the holder of such certificate.