Common use of Right of Conversion Clause in Contracts

Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner: (1) a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (2) the holder(s) of all of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (3) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"): (i) a transfer (i) to the holder of Class B Common Shares, and/or (ii) to their children, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share; (ii) a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share; (iii) a transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share; (iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto). For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number of Class A Common Shares. (4) In the event a Major Shareholder should cease to hold Class B Common Shares, all rights afforded to such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. (5) if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the total number of shares in the capital of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.

Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner: (1i) a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (2ii) the holder(s) of all a majority of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);; and (3iii) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing evidencing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"):than: (i1) a transfer (i) to the holder of Class B Common Shares, Shares and/or (ii) to their children, heirs and successors of the holder of Class B Common Shares, Shares and/or (iii) to an Affiliate of a holder of the Class B Common Share; (ii2) a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share;; or (iii3) a transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share; (iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto). For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third third-party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third third-party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number of Class A Common Shares. (4) In the event a Major Shareholder should cease to hold Class B Common Shares, all rights afforded to such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. (5iv) if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the total number of shares in the capital of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.

Right of Conversion. Class B Common Shares (a) The Holder shall be convertible have the right at any time, to convert, subject to the terms and provisions of this Article 4, the unpaid principal of this Note into the same a number of Class A fully paid and nonassessable shares of Common SharesStock equal to (i) the amount of unpaid principal that the Holder elects to convert pursuant to Section 4.2, on a share-to-share basis, in divided by (ii) the following manner:Conversion Price. (1b) a holder In the event (i) the Company amends its certificate of Class B Common Shares has incorporation in accordance with the right DGCL and its existing certificate of incorporation and bylaws (including but not limited to call upon obtaining approval of the Company’s stockholders for such amendment) to authorize the Company to effect issue shares of preferred stock with such terms as described in (c) below and (ii) the Board of Directors of the Company establishes, in accordance with the DGCL and its amended certificate of incorporation and bylaws, a conversion separate series of all or any the Company’s preferred stock with such terms as described in (c) below and for the purpose of his Class B Common Shares which enabling the Holder to convert this Note into shares of such preferred stock, then the Holder shall have the right shall be exercised, at any time after issue and without payment of any additional sumto convert, by notice in writing given subject to the Company at its registered office (terms of this Article 4, the unpaid principal of this Note into a number of fully paid and which conversion shall be effected by the Company promptly upon delivery nonassessable shares of the said notice);Company’s preferred stock (the terms of which are described in Section 4.1(c) below, the “Preferred Stock”) equal to (i) the amount of unpaid principal that the Holder elects to convert pursuant to Section 4.2, divided by (ii) the Preferred Stock Conversion Price. (2c) the holder(s) of all The terms of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right Preferred Stock shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (3) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"): generally include (i) a transfer (i) to the holder of Class B Common Shares10% cumulative dividend payment requirement, and/or (ii) to their childrenpayable on a quarterly basis, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share; (ii) a transfer to one or more trustees of a trust established for the benefit right of the holder or an Affiliate Company to mandatorily convert the Preferred Stock into Common Stock at the Conversion Price in the event that the Common Stock of the holder Company trades above $10.00 per share for ten (10) consecutive trading days with a trading volume of the Class B Common Share; at least 50,000 shares for each such trading day, (iii) a transfer liquidation preference over the Common Stock equal to a partnershipthe Conversion Price (as appropriately adjusted for any stock splits, corporation stock dividends or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share; similar events), (iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) a right of the United States Internal Revenue Code Holder to convert the Preferred Stock into Common Stock on a one-for-one basis, subject to antidilution provisions similar to the antidilution provisions set forth in Section 4.8, (v) the Preferred Stock shall vote on an as converted basis with the Common Stock on all matters requiring a stockholder vote except where a separate class vote is required pursuant to the terms of 1986the DGCL, and (vi) such other terms as amended (or any successor theretoagreed to by the Holder and the Company. Notwithstanding Section 4.1(b). For , if the avoidance Company and the Holder are unable to reasonably agree on the terms of doubtthe Preferred Stock, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations Note shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted convertible into the same number of Class A Common SharesPreferred Stock. (4) In the event a Major Shareholder should cease to hold Class B Common Shares, all rights afforded to such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. (5) if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the total number of shares in the capital of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.

Right of Conversion. Class B Common Shares Except upon and after the occurrence of a Trigger Event, the Securities shall not be convertible prior to December 15, 1997. Except as provided in the immediately preceding sentence, on and after December 15, 1997, the Holder of any Security or Securities shall have the right at any time prior to the close of business on the Business Day prior to Maturity, at his option, to convert, subject to the terms and provisions of this Article XIII, the principal of any such Security or Securities (or any portion of the principal thereof that is an integral multiple of $1,000.00) into the same number fully paid and nonassessable shares of Class A Common SharesStock and Class B Non- Voting Common Stock and such other securities and property as hereinafter provided at the conversion price of $12.50 per share of Common Stock (representing an initial conversion rate of 80 shares of Common Stock for each $1,000 principal amount of Securities), on a share-to-share basisor, in case an adjustment therein has taken place pursuant to the following manner: provisions of Sections 13.8 or 13.9, then at the conversion price as so adjusted (1) a holder the "Conversion Price"). Any Security or Securities converted into Common Stock pursuant to the foregoing conversion right shall be entitled to receive Class A Common Stock and Class B Non-Voting Common Stock in the ratio of three shares of Class A Common Stock to one share of Class B Non-Voting Common Shares has Stock (that is to say, for each 80 shares of Common Stock initially issuable upon conversion of each $1,000.00 principal amount of Securities, the Holder shall receive 60 shares of Class A Common Stock and 20 shares of Class B Non-Voting Common Stock). With respect to any Security or Securities, or any portion thereof, which shall be called for redemption pursuant to Article XI, the right to call upon convert any Security or Securities shall terminate at the Company close of business on the date of redemption. The number of shares of Class A Common Stock and Class B Non-Voting Common Stock, respectively, into which each $1,000.00 principal amount of the Securities shall be convertible (calculated as to effect each conversion to the nearest 1/100th of a share) shall be determined by dividing $1,000.00 by the Conversion Price then in effect. Such right shall be exercised by the surrender of the Security or Securities, the principal of which is so to be converted, to the Issuer at any time during usual business hours at any office or agency to be maintained by it in accordance with the provisions of Section 3.2, with the conversion notice on the reverse of such Security or Securities completed and manually signed indicating that the Holder elects to convert such Security or Securities or any portion thereof and specifying the name or names (with address or addresses) in which a certificate or certificates evidencing Class A Common Stock and Class B Non-Voting Common Stock are to be issued and (if so required by the Issuer or the Trustee) by an instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee, duly executed by the Holder or his attorney, duly authorized in writing, and with and transfer tax stamps affixed or funds provided therefor, if required pursuant to Section 13.4. For convenience, the conversion of all or any a portion, as the case may be, of his Class B Common Shares which right shall be exercised, at any time after issue and without payment the principal of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (2) the holder(s) of all of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (3) a Class B Common Share shall automatically convert Security into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"): (i) a transfer (i) to the holder of Class B Common Shares, and/or (ii) to their children, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share; (ii) a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share; (iii) a transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share; (iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto). For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number shares of Class A Common Shares. (4) In the event a Major Shareholder should cease to hold Stock and Class B Non-Voting Common Shares, all rights afforded Stock is hereinafter sometimes referred to as the conversion of such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. (5) if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the total number of shares in the capital of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.Security. All

Right of Conversion. Class B Common Shares (a) The Holder shall be convertible have the right at any time, to convert, subject to the terms and provisions of this Article 4, the unpaid principal of this Note into the same a number of Class A fully paid and nonassessable shares of Common SharesStock equal to (i) the amount of unpaid principal that the Holder elects to convert pursuant to Section 4.2, on a share-to-share basis, in divided by (ii) the following manner:Conversion Price. (1b) a holder In the event (i) the Company amends its certificate of Class B Common Shares has incorporation in accordance with the right DGCL and its existing certificate of incorporation and bylaws (including but not limited to call upon obtaining approval of the Company's stockholders for such amendment) to authorize the Company to effect issue shares of preferred stock with such terms as described in (c) below and (ii) the Board of Directors of the Company establishes, in accordance with the DGCL and its amended certificate of incorporation and bylaws, a conversion separate series of all or any the Company's preferred stock with such terms as described in (c) below and for the purpose of his Class B Common Shares which enabling the Holder to convert this Note into shares of such preferred stock, then the Holder shall have the right shall be exercised, at any time after issue and without payment of any additional sumto convert, by notice in writing given subject to the Company at its registered office (terms of this Article 4, the unpaid principal of this Note into a number of fully paid and which conversion shall be effected by the Company promptly upon delivery nonassessable shares of the said notice);Company's preferred stock (the terms of which are described in Section 4.1(c) below, the "PREFERRED STOCK") equal to (i) the amount of unpaid principal that the Holder elects to convert pursuant to Section 4.2, divided by (ii) the Conversion Price. (2c) the holder(s) of all The terms of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right Preferred Stock shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); (3) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"): generally include (i) a transfer (i) to the holder of Class B Common Shares10% cumulative dividend payment requirement, and/or (ii) to their childrenpayable on a quarterly basis, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share; (ii) a transfer to one or more trustees of a trust established for the benefit right of the holder or an Affiliate Company to mandatorily convert the Preferred Stock into Common Stock at the Conversion Price in the event that the Common Stock of the holder Company trades above $20.00 per share for ten (10) consecutive trading days with a trading volume of the Class B Common Share; at least 25,000 shares for each such trading day, (iii) a transfer liquidation preference over the Common Stock equal to a partnershipthe Conversion Price (as appropriately adjusted for any stock splits, corporation stock dividends or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share; similar events), (iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) a right of the United States Internal Revenue Code Holder to convert the Preferred Stock into Common Stock on a one-for-one basis, subject to antidilution provisions similar to the antidilution provisions set forth in Section 4.8, (v) the Preferred Stock shall vote on an as converted basis with the Common Stock on all matters requiring a stockholder vote except where a separate class vote is required pursuant to the terms of 1986the DGCL, and (vi) such other terms as amended (or any successor theretoagreed to by the Holder and the Company. Notwithstanding Section 4.1(b). For , if the avoidance Company and the Holder are unable to reasonably agree on the terms of doubtthe Preferred Stock, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations Note shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted convertible into the same number of Class A Common SharesPreferred Stock. (4) In the event a Major Shareholder should cease to hold Class B Common Shares, all rights afforded to such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. (5) if at any time, the total number of the issued and outstanding Class B Common Shares is less than 10% of the total number of shares in the capital of the Company outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter.