Common use of Threshold Conversion Clause in Contracts

Threshold Conversion. (a) If at any time after the Closing Date, the sum of the number of shares of Common Stock issuable upon exchange of the Series A Preferred Stock and the number of shares of Common Stock held by MHR is below the Threshold, then a number of shares of the Series B Preferred Stock (including any PIK Dividends paid or accrued thereon) then held by MHR shall be converted in accordance with the procedures set forth in subsection (b) below into such number of shares of Series A Preferred Stock (on a one for one basis) or Common Stock (at the then-applicable conversion rate) (such choice to be at the option and sole discretion of MHR) such that the aggregate number of shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock and Common Stock held by MHR equals (but does not exceed), as a percentage of the aggregate voting power of all outstanding securities issued by the Corporation at any time and from time to time (assuming the exchange of all outstanding shares of Series A Preferred Stock held by MHR), the Threshold. In the event that (i) the shares of Series B Preferred Stock that are converted for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence are not sufficient to increase the number of shares of Series A Preferred Stock and Common Stock held by MHR so as to equal (but not exceed) the Threshold, or (ii) MHR does not hold any shares of Series B Preferred Stock to convert for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence, then a number of shares of Class B Common Stock held by MHR (if any) shall be converted in accordance with the procedures set forth in the Amended and Restated Certificate of Incorporation into Common Stock (on a one for one basis) such that the aggregate number of shares of Series A Preferred Stock and Common Stock held by MHR (including the shares of Series B Preferred Stock that were converted for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence) equals (but does not exceed) the Threshold. (b) The Corporation shall provide a written notice in substantially the form attached hereto as Exhibit K (the "Threshold Conversion Notice") not less than ten (10) days following the end of each calendar quarter and within five (5) Business Days after any issuance of securities exceeding two percent (2%) of the voting power of the Corporation. Within five (5) Business Days after receipt of the Threshold Conversion Notice, MHR shall either confirm the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto as Exhibit L (a "Notice of Confirmation") or dispute the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto as Exhibit M (a "Notice of Disagreement"), and in either case specify whether any or all of such shares of Series B Preferred Stock, if any, are to be converted into shares of Series A Preferred Stock or Common Stock. Within three (3) Business Days (or fifteen (15) calendar days if the physical delivery of any certificate is involved) after the Corporation's receipt of (i) a Notice of Confirmation, the Corporation shall issue such number of shares of Series A Preferred Stock and/or Common Stock as set forth in the Threshold Conversion Notice, and (ii) a Notice of Disagreement, the Corporation shall issue such number of shares of Series A Preferred Stock and/or Common Stock set forth in the Threshold Conversion Notice and the parties shall use their reasonable best efforts to resolve the disagreements set forth in the Notice of Disagreement and the Corporation shall, promptly upon such resolution, issue such number of additional shares of Series A Preferred Stock and/or Common Stock as necessary. Each such date of issuance of shares of Series A Preferred Stock and/or Common Stock pursuant to the terms of this Section 5.06 shall be referred to herein as a "Threshold Conversion Issuance Date".

Threshold Conversion. (a) If at any time after the Closing Date, the sum of the number of shares of Common Stock issuable upon exchange exercise of the Series A Preferred Stock and the number of shares of Common Stock held by MHR is below the Threshold, then a number of shares of the Series B Preferred Stock (including any PIK Dividends paid or accrued thereon) then held by MHR shall be converted in accordance with the procedures set forth in subsection (b) the paragraph immediately below into such number of shares of Series A Preferred Stock (on a one for one basis) or Common Stock (at the then-applicable conversion rate) (such choice to be at the option and sole discretion of MHR) such that the aggregate number of shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock and Common Stock held by MHR equals (but does not exceed), as a percentage of the aggregate voting power of all outstanding securities issued by the Corporation at any time and from time to time (assuming the exchange of all outstanding shares of Series A Preferred Stock held by MHR), the Threshold. In the event that (i) the shares of Series B Preferred Stock that are converted for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence are not sufficient to increase the number of shares of Series A Preferred Stock and Common Stock held by MHR so as to equal (but not exceed) the Threshold, or (ii) MHR does not hold any shares of Series B Preferred Stock to convert for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence, then a number of shares of Class B Common Stock held by MHR (if any) shall be converted in accordance with the procedures set forth in the Amended and Restated Certificate of Incorporation into Common Stock (on a one for one basis) such that the aggregate number of shares of Series A Preferred Stock and Common Stock held by MHR (including the shares of Series B Preferred Stock that were converted for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence) equals (but does not exceed) the Threshold. (b) . The Corporation shall provide a written notice in substantially the form attached hereto as Exhibit K to the Securities Purchase Agreement (the "Threshold Conversion Notice") not less than ten (10) days following the end of each calendar quarter and within five (5) Business Days after any issuance of securities exceeding two percent (2%) of the voting power of the Corporation. Within five (5) Business Days after receipt of the Threshold Conversion Notice, MHR shall either confirm the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto to the Securities Purchase Agreement as Exhibit L (a "Notice of Confirmation") or dispute the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto to the Securities Purchase Agreement as Exhibit M (a "Notice of Disagreement"), and in either case specify whether any or all of such shares of Series B Preferred Stock, if any, are to be converted into shares of Series A Preferred Stock or Common Stock. Within three two (32) Business Days (or fifteen (15) calendar days if the physical delivery of any certificate is involved) after the Corporation's receipt of (i) a Notice of Confirmation, the Corporation shall issue such number of shares of Series A Preferred Stock and/or Common Stock as set forth in the Threshold Conversion Notice, and (ii) a Notice of Disagreement, the Corporation shall issue such number of shares of Series A Preferred Stock and/or Common Stock set forth in the Threshold Conversion Notice and the parties shall use their reasonable best efforts to resolve the disagreements set forth in the Notice of Disagreement and the Corporation shall, promptly upon such resolution, issue such number of additional shares of Series A Preferred Stock and/or Common Stock as necessary. Each such date of issuance of shares of Series A Preferred Stock and/or Common Stock pursuant to the terms of this Section 5.06 A(c)(ii) shall be referred to herein as a "Threshold Conversion Issuance Date").

Threshold Conversion. (a) If at any time after the Closing Date, the sum of the number of shares of Common Stock issuable upon exchange conversion of the Series A A-1 Preferred Stock and the number of shares of Common Stock held by MHR is below the Threshold, then a number and either (i) the shares of shares Series B Preferred Stock that are converted into Series A-1 Preferred Stock or Common Stock, as the case may be, pursuant to Section 5.06 of the Securities Purchase Agreement and Section VII.A(d)(iii) of the Series B Preferred Stock (including any PIK Dividends paid or accrued thereon) then held by MHR shall be converted in accordance with Certificate of Designation are not sufficient to increase the procedures set forth in subsection (b) below into such number of shares of Series A Preferred Stock (on a one for one basis) or Common Stock (at the then-applicable conversion rate) (such choice to be at the option and sole discretion of MHR) such that the aggregate number of shares of Common Stock issuable upon conversion of the shares of Series A A-1 Preferred Stock and Common Stock held by MHR equals so as to equal (but does not exceed), as a percentage of the aggregate voting power of all outstanding securities issued by the Corporation at any time and from time to time (assuming the exchange conversion of all outstanding shares of Series A A-1 Preferred Stock held by MHR), the Threshold. In the event that (i) the shares of Series B Preferred Stock that are converted for Series A Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence are not sufficient to increase the number of shares of Series A Preferred Stock and Common Stock held by MHR so as to equal (but not exceed) the Threshold, or (ii) MHR does not hold any shares of Series B Preferred Stock to convert for into Series A A-1 Preferred Stock or Common Stock, as the case may be, pursuant to Section 5.06 of the immediately preceding sentenceSecurities Purchase Agreement and Section VII.A(d)(iii) of the Series B Certificate of Designation, then a number of shares of Class B Common B-1 Non-Voting Stock held by MHR (if any) shall be converted in accordance with the procedures set forth in the Amended and Restated Certificate paragraph immediately below into shares of Incorporation into Common Stock (on a one for one basis) such that the aggregate number of shares of Series A A-1 Preferred Stock and Common Stock held by MHR (including the shares of Series B Preferred Stock that were converted for into Series A A-1 Preferred Stock or Common Stock, as the case may be, pursuant to Section 5.06 of the immediately preceding sentenceSecurities Purchase Agreement and Section VII.A(d)(iii) of the Series B Certificate of Designation) equals (but does not exceed) the Threshold. (b) . The Corporation shall provide a written notice in substantially the form attached hereto as Exhibit K to the Securities Purchase Agreement (the "“Threshold Conversion Notice"”) not less than ten (10) days following the end of each calendar quarter and within five (5) Business Days after any issuance of securities exceeding two percent (2%) of the voting power of the Corporation. Within five (5) Business Days after receipt of the Threshold Conversion Notice, MHR shall either confirm the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto to the Securities Purchase Agreement as Exhibit L (a "“Notice of Confirmation"”) or dispute the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto to the Securities Purchase Agreement as Exhibit M (a "“Notice of Disagreement"”), and in either case specify whether any or all of such shares of Series B Preferred Stock, if any, are to be converted into shares of Series A A-1 Preferred Stock or Common Stock. Within three (3) Business Days (or fifteen (15) calendar days if the physical delivery of any certificate is involved) after the Corporation's ’s receipt of (i) a Notice of Confirmation, the Corporation shall issue such number of shares of Series A A-1 Preferred Stock and/or Common Stock as set forth in the Threshold Conversion Notice, and (ii) a Notice of Disagreement, the Corporation shall issue such number of shares of Series A A-1 Preferred Stock and/or Common Stock set forth in the Threshold Conversion Notice and the parties shall use their reasonable best efforts to resolve the disagreements set forth in the Notice of Disagreement and the Corporation shall, promptly upon such resolution, issue such number of additional shares of Series A A-1 Preferred Stock and/or Common Stock as necessary. Each such date of issuance of shares of Series A Preferred Stock and/or Common Stock pursuant to the terms of this Section 5.06 shall be referred to herein as a "Threshold Conversion Issuance Date".

Threshold Conversion. (a) If at any time after the Closing Date, the sum of the number of shares of Common Stock issuable upon exchange conversion of the Series A A-1 Preferred Stock and the number of shares of Common Stock held by MHR is below the Threshold, then a number of shares of the (i) Series B B-1 Preferred Stock (including any PIK Dividends paid or accrued thereon), and (ii) Series B-2 Preferred Stock, if the Exchange Proposal Approval has occurred by such date, then held by MHR shall be converted in accordance with the procedures set forth in subsection (b) below into such number of shares of Series A A-1 Preferred Stock (on a one for one basis) or Common Stock (at the then-applicable conversion rate) (such choice to be at the option and sole discretion of MHR) such that the aggregate number of shares of Common Stock issuable upon conversion of the shares of Series A A-1 Preferred Stock and Common Stock held by MHR equals (but does not exceed), as a percentage of the aggregate voting power of all outstanding securities issued by the Corporation at any time and from time to time (assuming the exchange conversion of all outstanding shares of Series A A-1 Preferred Stock held by MHR), the Threshold. In the event that (i) the shares of Series B Preferred Stock that are converted for Series A A-1 Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence are not sufficient to increase the number of shares of Series A A-1 Preferred Stock and Common Stock held by MHR so as to equal (but not exceed) the Threshold, or (ii) MHR does not hold any shares of Series B Preferred Stock to convert for Series A A-1 Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence, then a number of shares of Class B Common B-1 Non-Voting Stock held by MHR (if any) shall be converted in accordance with the procedures set forth in the Amended and Restated Certificate of Incorporation into Common Stock (on a one for one basis) such that the aggregate number of shares of Series A A-1 Preferred Stock and Common Stock held by MHR (including the shares of Series B Preferred Stock that were converted for Series A A-1 Preferred Stock or Common Stock, as the case may be, pursuant to the immediately preceding sentence) equals (but does not exceed) the Threshold. (b) The Corporation shall provide a written notice in substantially the form attached hereto as Exhibit K (the "“Threshold Conversion Notice"”) not less than ten (10) days following the end of each calendar quarter and within five (5) Business Days after any issuance of securities exceeding two percent (2%) of the voting power of the Corporation. Within five (5) Business Days after receipt of the Threshold Conversion Notice, MHR shall either confirm the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common B-1 Non-Voting Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto as Exhibit L (a "“Notice of Confirmation"”) or dispute the calculations set forth therein with respect to the number of shares of Series B Preferred Stock and/or Class B Common B-1 Non-Voting Stock to be converted pursuant to clause (a) above, in a written notice substantially in the form attached hereto as Exhibit M (a "“Notice of Disagreement"”), and in either case specify whether any or all of such shares of Series B Preferred Stock, if any, are to be converted into shares of Series A A-1 Preferred Stock or Common Stock. Within three (3) Business Days (or fifteen (15) calendar days if the physical delivery of any certificate is involved) after the Corporation's ’s receipt of (i) a Notice of Confirmation, the Corporation shall issue such number of shares of Series A A-1 Preferred Stock and/or Common Stock as set forth in the Threshold Conversion Notice, and (ii) a Notice of Disagreement, the Corporation shall issue such number of shares of Series A A-1 Preferred Stock and/or Common Stock set forth in the Threshold Conversion Notice and the parties shall use their reasonable best efforts to resolve the disagreements set forth in the Notice of Disagreement and the Corporation shall, promptly upon such resolution, issue such number of additional shares of Series A A-1 Preferred Stock and/or Common Stock as necessary. Each such date of issuance of shares of Series A A-1 Preferred Stock and/or Common Stock pursuant to the terms of this Section 5.06 shall be referred to herein as a "“Threshold Conversion Issuance Date"”.