Common use of Right of the Holders to Convert Clause in Contracts

Right of the Holders to Convert. Each Holder shall have the right, at such Holder’s option at any time, subject to the conversion procedures set forth in Section 8, to convert (an “Optional Conversion”) each share of such Holder’s Series A Preferred Stock into (a) a number of shares of Common Stock equal to the quotient of (i) the Liquidation Preference of such share of Series A Preferred Stock as of the applicable Optional Conversion Date, divided by (ii) the Conversion Price as of the applicable Optional Conversion Date, and (b) cash in lieu of fractional shares as set out in Section 8(d). The right of Optional Conversion may be exercised as to all or any portion of such Holder’s Series A Preferred Stock from time to time, except that, in each case, no right of Optional Conversion may be exercised by a Holder in respect of fewer than 1,000 shares of Series A Preferred Stock (unless such conversion relates to all shares of Series A Preferred Stock held by such Holder). If an Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Holder’s exercise of an Optional Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (a) above.

Right of the Holders to Convert. (a) Each Holder shall have the right, at such Holder’s option at any timeoption, subject to the conversion procedures set forth in Section 8, to convert (an “Optional Conversion”) each share of such Holder’s Series A Preferred Stock at such time (including following the delivery of any Notice of Company Redemption) into (ai) a the number of shares of Class A Common Stock equal to the quotient of (iA) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) with respect to such share of Series A Preferred Stock as of the applicable Optional Conversion DateDate plus (y) an amount equal to the Accrued Dividends with respect to such share of Series A Preferred Stock up to, but not including, the applicable Conversion Date divided by (iiB) the Conversion Price in effect as of the applicable Optional Conversion Date, Date and (bii) cash in lieu of fractional shares as set out in Section 8(d11(h). For the avoidance of doubt, upon settlement of a conversion at the option of the Holder of Series A Preferred Stock, such Holder shall not receive cash payment of Accrued Dividends and Compounded Dividends not theretofore added to the Liquidation Preference and the Company shall not make any payments in respect of or adjust the Conversion Price to account for Accrued Dividends and Compounded Dividends to the Conversion Date. The right of Optional Conversion conversion may be exercised in whole but not in part as to all or any portion of such HolderXxxxxx’s Series A Preferred Stock from time in accordance with this Section 6. Notwithstanding the foregoing, a Holder may elect to time, except thatreceive upon conversion, in each caselieu of the shares of Class A Common Stock otherwise deliverable, no right one share of Optional Conversion may be exercised by a Holder in respect of fewer than Series A-1 Preferred Stock for every 1,000 shares of Series Class A Preferred Common Stock (unless such otherwise deliverable upon conversion relates to all and cash in lieu of any fractional shares of Series A Preferred Stock held by such Holder). If an Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A A-1 Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Holder’s exercise of an Optional Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included set out in the Liquidation Preference referred to in clause (a) aboveSection 11(h).

Right of the Holders to Convert. Each (a) At any time after the Original Issuance Date, each Holder shall have the right, at such Holder’s option at any timeoption, subject to the conversion procedures set forth in Section 8, to convert (an “Optional Conversion”) each share of such Holder’s Series A Preferred Stock at any time into (ai) a the number of shares of Common Stock equal to the quotient of (iA) the sum of the Liquidation Preference of and the Accrued Dividends with respect to such share of Series A Preferred Stock as of the applicable Optional Conversion Date, Date divided by (iiB) the Conversion Price as of the applicable Optional Conversion Date, and plus (bii) cash in lieu of fractional shares as set out in Section 8(d11(h); provided that, if the Corporation’s status as a REIT would be materially and adversely affected as result of a conversion, the Corporation may elect in its sole discretion to settle such conversion in cash (a “REIT-Based Cash Conversion”) by delivering, in lieu of any shares of Common Stock, to each such Holder an amount of cash per share equal to the VWAP per share of Common Stock on the Trading Day immediately preceding the Conversion Date for each share of Common Stock that such Holders would have received had such Holders converted such shares of Series A Preferred Stock into Common Stock on the Conversion Date (the “Cash Conversion Amount”); provided, further, that prior to effecting any REIT-Based Cash Conversion, the Corporation shall deliver prior written notice to such Holder and provide such Holder with a ten (10) Business Days period during which such Holder may rescind the Conversion Notice previously delivered to the Corporation by such Holder with respect to such shares of Series A Preferred Stock and automatically and without penalty cancel the proposed conversion upon delivery by such Holder of a written response to the Corporation within such ten (10) Business Day period. The right of Optional Conversion conversion may be exercised as to all or any portion of such Holder’s Series A Preferred Stock from time to time, except time following the Original Issuance Date; provided that, in each case, no right of Optional Conversion conversion may be exercised by a Holder in respect of fewer than 1,000 shares of Series A Preferred Stock (unless such conversion relates to all shares of Series A Preferred Stock held by such Holder). If an Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Holder’s exercise of an Optional Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (a) above.

Right of the Holders to Convert. Each (a) Subject to Section 6(a)(i) and Section 6(a)(ii), after May 31, 2021, each Holder shall have the right, at any time and at such Holder’s option at any timeoption, subject to the conversion procedures set forth in Section 8, to (1) convert (an “Optional Conversion”) each share of such Holder’s Series A Preferred Stock into (a) a the number of shares of Company Common Stock equal to the quotient of (iA) the Liquidation Preference sum of the Accrued Value and the Accrued PIK Dividends with respect to such share of Series A Preferred Stock as of the applicable Optional Conversion Date, Date divided by (iiB) the Conversion Price as of the applicable Optional Conversion Date, and (b2) receive a cash in lieu amount equal to any Unpaid Cash Dividends as of fractional shares as set out in Section 8(dsuch date; provided, however that if the Conversion Date is prior to March 31, 2023, and if the payment of such Unpaid Cash Dividend would have the effect of causing a default under the Existing Credit Facility, then such Unpaid Cash Dividends shall be due and payable on the first Dividend Payment Date following the second (2nd) anniversary of the Original Issuance Date (provided, that if a Change of Control is consummated prior to the first Dividend Payment Date following the second (2nd) anniversary of the Original Issuance Date, then after satisfaction of all Required Credit Obligations (or consent by the required lenders of such Required Credit Obligations to the payment of such Unpaid Cash Dividends), such Unpaid Cash Dividends shall be due and payable upon the date of consummation of such Change of Control). The right of Optional Conversion conversion may be exercised as to all or any portion of such Holder’s Series A Preferred Stock from time to time. Notwithstanding the foregoing in this Section 6(a) and excluding any conversion of shares of 0000-0000-0000.13 Series A Preferred Stock in connection with any voluntary or involuntary liquidation, except thatdissolution, winding up of the affairs of the Company pursuant to Section 5 or in connection with the consummation of a Change of Control after receipt of a Change of Control Notice from the Company pursuant to Section 9(b), in each case, no right of Optional Conversion may be exercised by a Holder in respect of fewer than 1,000 the event that any shares of Series A Preferred Stock (unless such conversion relates to all are converted into shares of Series A Preferred Company Common Stock held by such Holder). If an Optional Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid prior to the Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Dividend, notwithstanding the Holder’s exercise of an Optional Conversion, and (y) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (a) above.Test Date: