Common use of Restrictions on Conversion of Series A Preferred Clause in Contracts

Restrictions on Conversion of Series A Preferred. (a) During the period commencing on the date hereof and ending on the fifth anniversary of the date hereof, the Purchasers shall not convert any shares of Series A Preferred Stock into Common Stock, except in connection with a Disposition effected pursuant to paragraph (b) below. (b) If, at any time during the period commencing on the date hereof and ending on the fifth anniversary of the date hereof, any Apollo Purchaser desires to effect a Disposition of any shares of Series A Preferred Stock to any person other than members of the Apollo Group and Other Investor Affiliates, such Apollo Purchaser may, as part of such Disposition, elect to convert such shares of Series A Preferred Stock into Common Stock, prior to transfer to such purchasing Person. In order to convert shares of Preferred Stock to effect any such Disposition, the selling Apollo Purchaser shall deliver to the Company, on or before the proposed settlement date of such Disposition, written notice of its intention to convert Series A Preferred Stock as part of a Disposition (a "Disposition Notice"). The Disposition Notice shall set forth the number of shares of Series A Preferred Stock that shall be converted into Common Stock, the sale price for such shares and the purchasing Person in whose name the Common Stock shall be registered. Upon surrender by the selling Apollo Purchaser of certificates representing the shares of Series A Preferred Stock that are being converted as part of such Disposition, the Company shall issue to the purchasing Person certificates representing the appropriate number of shares of Common Stock. Any Disposition pursuant to a third party made under this Section 9.5 or Section 5.2(b) of the Standstill Agreement shall comply with the provisions of Section 5.1 of the Standstill Agreement.

Restrictions on Conversion of Series A Preferred. (a) During the period commencing on Standstill Period, the date hereof Apollo Investors shall not, and ending on the fifth anniversary Apollo shall cause each member of the date hereofApollo Group not to, the Purchasers and shall use its reasonable best efforts to cause Other Investor Affiliates not to, convert any shares of Series A Preferred Stock into Common Stock, except in connection with a Disposition effected pursuant to paragraph (b) below. (b) If, at any time during the period commencing on the date hereof and ending on the fifth anniversary of the date hereofStandstill Period, any Apollo Purchaser Investor, any member of the Apollo Group or any Other Investor Affiliate desires to effect a Disposition of any shares of Series A Preferred Stock to any person Person other than members of the Apollo Group and Other Investor Affiliates, such Apollo Purchaser party may, as part of such Disposition, elect to convert such shares of Series A Preferred Stock into Common Stock, Stock prior to transfer to such purchasing Person. In order to convert shares of Preferred Stock to effect any such Disposition, the selling Apollo Purchaser Investor, member of the Apollo Group or Other Investor Affiliate shall deliver to the Company, on or before the proposed settlement date of such Disposition, written notice of its intention to convert Series A Preferred Stock as part of a Disposition (a "Disposition Notice"). The Disposition Notice shall set forth the number of shares of Series A Preferred Stock that shall be converted into Common Stock, the sale price for such shares and the purchasing Person in whose name the Common Stock shall be registered. Upon surrender by the selling Apollo Purchaser Investor, member of the Apollo Group or Other Investor Affiliate of certificates representing the shares of Series A Preferred Stock that are being converted as part of such Disposition, the Company shall issue to the purchasing Person certificates representing the appropriate number of shares of Common Stock. Any Disposition pursuant to a third party made under this Section 9.5 or Section 5.2(b) of the Standstill Agreement shall comply with the provisions of Section 5.1 of the Standstill Agreementhereof, including Section 5.1 (b) (II).

Restrictions on Conversion of Series A Preferred. (a) During the period commencing on Standstill Period, the date hereof Apollo Investors shall not, and ending on the fifth anniversary Apollo shall cause each member of the date hereofApollo Group not to, the Purchasers and shall use its reasonable best efforts to cause Other Investor Affiliates not to, convert any shares of Series A Preferred Stock into Common Stock, except in connection with a Disposition effected pursuant to paragraph (b) below. (b) If, at any time during the period commencing on the date hereof and ending on the fifth anniversary of the date hereofStandstill Period, any Apollo Purchaser Inves tor, any member of the Apollo Group or any Other Investor Affiliate desires to effect a Disposition of any shares of Series A Preferred Stock to any person Person other than members of the Apollo Group and Other Investor Affiliates, such Apollo Purchaser party may, as part of such Disposition, elect to convert such shares of Series A Preferred Stock into Common Stock, Stock prior to transfer to such purchasing Person. In order to convert shares of Preferred Stock to effect any such Disposition, the selling Apollo Purchaser Investor, member of the Apollo Group or Other Investor Affiliate shall deliver to the Company, on or before the proposed settlement date of such Disposition, written notice of its intention to convert Series A Preferred Stock Pre ferred as part of a Disposition (a "Disposition Notice"). The Disposition Notice shall set forth the number of shares of Series A Preferred Stock that shall be converted into Common Stock, the sale price for such shares and the purchasing purchas ing Person in whose name the Common Stock shall be registered. Upon surrender by the selling Apollo Purchaser Investor, member of the Apollo Group or Other Investor Affiliate of certificates representing the shares of Series A Preferred Stock that are being converted as part of such Disposition, the Company shall issue to the purchasing Person certificates representing the appropriate number of shares of Common Stock. Any Disposition pursuant to a third party made under this Section 9.5 or Section 5.2(b) of the Standstill Agreement shall comply with the provisions of Section 5.1 of the Standstill Agreementhereof, including Section 5.1 (b) (II).