Common use of Optional Right to Convert Clause in Contracts

Optional Right to Convert. Subject to the provisions of this Section 7, at any time and from time to time on or after the Original Issuance Date, any holder of Series A-1 Preferred Shares shall have the right by written election to the Company to convert into Conversion Securities in connection with this Section 7.1: (a) all or any portion of the outstanding Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) held by such holder, (b) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such portion of the Series A-1 Preferred Shares referred to in the foregoing clause (a), and (c) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of the Series A-1 Preferred Shares referred to in clause (a). For the avoidance of doubt, (A) dividends that have accrued since the immediately preceding Dividend Payment Date on the Series A-1 Preferred Shares not being converted (if any) shall be paid on the next Dividend Payment Date in accordance with Section 4.2 (or, if unpaid then, shall remain accumulated and the value thereof shall be paid when such Series A-1 Preferred Shares are converted in accordance with this Section 7 or upon a Liquidation in accordance with Section 5) and (B) if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to Series A-1 Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A-1 Preferred Shares shall be converted shall be determined by (a) multiplying the number of Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) to be converted by the sum of (i) the Liquidation Value plus (ii) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares to be converted plus (iii) if the Company does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such Series A-1 Preferred Shares to be converted and then (b) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d).

Optional Right to Convert. Subject to the provisions of this Section 7, at any time and from time to time on or after the Original Issuance Date, any holder of Series A-1 Preferred Shares the Holder shall have the right by written election to the Company to convert into Conversion Securities in connection with this Section 7.1: (a) all or any portion of the outstanding Series A-1 Preferred Shares (including Principal Amount and any fraction of a Series A-1 Preferred Share) held by such holder, (b) any unpaid, accrued and accumulated dividends as of Accrued Interest corresponding to the immediately preceding Dividend Payment Date with respect to such portion of the Series A-1 Preferred Shares referred to in the foregoing clause (a)this Note being converted, and (cb) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, Stub Period Interest that has accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of the Series A-1 Preferred Shares this Note referred to in clause (a). For the avoidance of doubt, (A) dividends interest that have has accrued since the immediately preceding Dividend Interest Payment Date on the Series A-1 Preferred Shares this Note not being converted (if any) shall be paid in cash on the next Dividend Interest Payment Date in accordance with Section 4.2 (or, if unpaid in cash then, shall remain accumulated and the value thereof shall be paid when treated as Accrued Interest on such Series A-1 Preferred Shares are converted in accordance with this Section 7 or upon a Liquidation remaining outstanding Principal Amount in accordance with Section 54.2) and (B) if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date Stub Period Interest with respect to Series A-1 Preferred Shares this Note (or portion thereof) being converted to be paid in cash, the Company shall pay the full amount of such unpaid, accrued and accumulated dividends Stub Period Interest to the holder(s) Holder in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A-1 Preferred Shares this Note (or portion thereof) shall be converted shall be determined by (a) multiplying adding (i) the number Principal Amount of Series A-1 Preferred Shares this Note (including any fraction of a Series A-1 Preferred Shareor portion thereof) elected to be converted by the sum of (i) the Liquidation Value Holder, plus (ii) any unpaid, accrued and accumulated dividends as the Accrued Interest corresponding to the portion of the immediately preceding Dividend Payment Date with respect to such Series A-1 Preferred Shares to be converted Principal Amount of this Note being converted, plus (iii) if the Company does not pay such amounts in cash on the Conversion Date, then all the full amount of such unpaid, accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date Stub Period Interest up to, but excluding, the Conversion Date with respect to such Series A-1 Preferred Shares portion of this Note to be converted and then (b) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, such holder the Holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d).

Optional Right to Convert. Subject to the provisions of this Section 7, at any time and from time to time on or after the Original Issuance Date, any holder of Series A-1 A Preferred Shares shall have the right by written election to the Company to convert into Conversion Securities in connection with this Section 7.1: (a) all or any portion of the outstanding Series A-1 A Preferred Shares (including any fraction of a Series A-1 A Preferred Share) held by such holder, (b) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such portion of the Series A-1 A Preferred Shares referred to in the foregoing clause (a), and (c) unless the Company pays such amounts in cash on the Conversion Date, any unpaid, accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of the Series A-1 A Preferred Shares referred to in clause (a). For the avoidance of doubt, (A) dividends that have accrued since the immediately preceding Dividend Payment Date on the Series A-1 A Preferred Shares not being converted (if any) shall be paid on the next Dividend Payment Date in accordance with Section 4.2 (or, if unpaid then, shall remain accumulated and the value thereof shall be paid when such Series A-1 A Preferred Shares are converted in accordance with this Section 7 or upon a Liquidation in accordance with Section 5) and (B) if the Company elects, at its sole discretion, for any unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to Series A-1 A Preferred Shares being converted to be paid in cash, the Company shall pay such unpaid, accrued and accumulated dividends to the holder(s) in cash on the Conversion Date. The number of Conversion Securities into which any holder’s Series A-1 A Preferred Shares shall be converted shall be determined by (a) multiplying the number of Series A-1 A Preferred Shares (including any fraction of a Series A-1 A Preferred Share) to be converted by the sum of (i) the Liquidation Value plus (ii) any unpaid, accrued and accumulated dividends as of the immediately preceding Dividend Payment Date with respect to such Series A-1 A Preferred Shares to be converted plus (iii) if the Company does not pay such amounts in cash on the Conversion Date, then all such unpaid, accrued and accumulated dividends that have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such Series A-1 A Preferred Shares to be converted and then (b) dividing the result by the Conversion Price in effect immediately prior to such conversion, and in addition thereto, such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d).