Common use of Mechanics of Optional Conversion Clause in Contracts

Mechanics of Optional Conversion. Each holder of Series Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series Preferred, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series Preferred being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

Mechanics of Optional Conversion. Each holder of Series Preferred Stock who desires to convert the same into shares of Voting Common Stock pursuant to this Section 4 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series PreferredPreferred Stock, and shall give written notice to the Company at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series Preferred Stock being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Voting Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Voting Common Stock (at the Voting Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred Stock being converted and (ii) in cash (at the Voting Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any fractional share of Voting Common Stock otherwise issuable to any holder of Series PreferredPreferred Stock. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred Stock to be converted, and the person entitled to receive the shares of Voting Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Voting Common Stock on such date.

Mechanics of Optional Conversion. Each Before any holder of Series A Preferred who desires Stock shall be entitled to convert the same into shares of Common Stock pursuant to this Section 4 6(a) hereof, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company Corporation or of any transfer agent for the Series PreferredA Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company Corporation at such office that such holder elects its principal corporate office, of the election to convert the same. Such notice same and shall state therein the number of name or names in which the certificate or certificates for shares of Series Preferred being convertedCommon Stock are to be issued. ThereuponThe date on which the holder satisfies the foregoing requirements shall be the "Conversion Date." The Corporation shall, as soon as practicable thereafter (but in no event later than five (5) Business Days of the Company shall promptly Conversion Date), issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, (1) a certificate or certificates for the number of shares of Common Stock to which such holder is entitled shall be entitled; (2) a check for the amount payable in respect of any fractional share and shall promptly pay (i3) in cash ora new certificate representing the unconverted portion, to the extent sufficient funds are not then legally available thereforif any, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series A Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined Stock represented by the Board as of the date of certificate or certificates surrendered for conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.