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, 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 Principal Amount and any Accrued Interest corresponding to the portion of this Note being converted, and (b) unless the Company pays such amounts in cash on the Conversion Date, any Stub Period Interest that has accrued up to, but excluding, the Conversion Date with respect to such portion of this Note referred to in clause (a). For the avoidance of doubt, (A) interest that has accrued since the immediately preceding Interest Payment Date on this Note not being converted (if any) shall be paid in cash on the next Interest Payment Date in accordance with Section 4.2 (or, if unpaid in cash then, shall be treated as Accrued Interest on such remaining outstanding Principal Amount in accordance with Section 4.2) and (B) if the Company elects, at its sole discretion, for any Stub Period Interest with respect to this Note (or portion thereof) being converted to be paid in cash, the Company shall pay the full amount of such Stub Period Interest to the Holder in cash on the Conversion Date. The number of Conversion Securities into which this Note (or portion thereof) shall be converted shall be determined by (a) adding (i) the Principal Amount of this Note (or portion thereof) elected to be converted by the Holder, plus (ii) the Accrued Interest corresponding to the portion of the Principal Amount of this Note being converted, plus (iii) if the Company does not pay such amounts in cash on the Conversion Date, then the full amount of such Stub Period Interest up to, but excluding, the Conversion Date with respect to such 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, 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, the Holder 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 Principal Amount Series A-1 Preferred Shares (including any fraction of a Series A-1 Preferred Share) held by such holder, (b) any unpaid, accrued and any Accrued Interest corresponding accumulated dividends as of the immediately preceding Dividend Payment Date with respect to the such portion of this Note being convertedthe Series A-1 Preferred Shares referred to in the foregoing clause (a), and (bc) unless the Company pays such amounts in cash on the Conversion Date, any Stub Period Interest unpaid, accrued and accumulated dividends that has have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of this Note the Series A-1 Preferred Shares referred to in clause (a). For the avoidance of doubt, (A) interest dividends that has have accrued since the immediately preceding Interest Dividend Payment Date on this Note the Series A-1 Preferred Shares not being converted (if any) shall be paid in cash on the next Interest Dividend Payment Date in accordance with Section 4.2 (or, if unpaid in cash then, shall remain accumulated and the value thereof shall be treated as Accrued Interest on paid when such remaining outstanding Principal Amount Series A-1 Preferred Shares are converted in accordance with this Section 7 or upon a Liquidation in accordance with Section 4.25) and (B) if the Company elects, at its sole discretion, for any Stub Period Interest unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to this Note (or portion thereof) Series A-1 Preferred Shares being converted to be paid in cash, the Company shall pay the full amount of such Stub Period Interest unpaid, accrued and accumulated dividends to the Holder holder(s) in cash on the Conversion Date. The number of Conversion Securities into which this Note (or portion thereof) any holder’s Series A-1 Preferred Shares shall be converted shall be determined by (a) adding multiplying the number of Series A-1 Preferred Shares (iincluding any fraction of a Series A-1 Preferred Share) the Principal Amount of this Note (or portion thereof) elected to be converted by the Holder, sum of (i) the Liquidation Value plus (ii) the Accrued Interest corresponding to the portion any unpaid, accrued and accumulated dividends as of the Principal Amount of this Note being converted, 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 full amount of such Stub Period Interest immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of this Note 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, the Holder 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, the Holder any holder of Series 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 Principal Amount Series A Preferred Shares (including any fraction of a Series A Preferred Share) held by such holder, (b) any unpaid, accrued and any Accrued Interest corresponding accumulated dividends as of the immediately preceding Dividend Payment Date with respect to the such portion of this Note being convertedthe Series A Preferred Shares referred to in the foregoing clause (a), and (bc) unless the Company pays such amounts in cash on the Conversion Date, any Stub Period Interest unpaid, accrued and accumulated dividends that has have accrued from the immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of this Note the Series A Preferred Shares referred to in clause (a). For the avoidance of doubt, (A) interest dividends that has have accrued since the immediately preceding Interest Dividend Payment Date on this Note the Series A Preferred Shares not being converted (if any) shall be paid in cash on the next Interest Dividend Payment Date in accordance with Section 4.2 (or, if unpaid in cash then, shall remain accumulated and the value thereof shall be treated as Accrued Interest on paid when such remaining outstanding Principal Amount Series A Preferred Shares are converted in accordance with this Section 7 or upon a Liquidation in accordance with Section 4.25) and (B) if the Company elects, at its sole discretion, for any Stub Period Interest unpaid, accrued and accumulated dividends that have accrued since the immediately preceding Dividend Payment Date with respect to this Note (or portion thereof) Series A Preferred Shares being converted to be paid in cash, the Company shall pay the full amount of such Stub Period Interest unpaid, accrued and accumulated dividends to the Holder holder(s) in cash on the Conversion Date. The number of Conversion Securities into which this Note (or portion thereof) any holder’s Series A Preferred Shares shall be converted shall be determined by (a) adding multiplying the number of Series A Preferred Shares (iincluding any fraction of a Series A Preferred Share) the Principal Amount of this Note (or portion thereof) elected to be converted by the Holder, sum of (i) the Liquidation Value plus (ii) the Accrued Interest corresponding to the portion any unpaid, accrued and accumulated dividends as of the Principal Amount of this Note being converted, immediately preceding Dividend Payment Date with respect to such Series 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 full amount of such Stub Period Interest immediately preceding Dividend Payment Date up to, but excluding, the Conversion Date with respect to such portion of this Note Series 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, the Holder such holder shall receive cash in lieu of any fractional shares as set out in Section 7.3(d).