Common use of Waiver of Dividends Clause in Contracts

Waiver of Dividends. Notwithstanding the obligation of conversion set forth in Section 1.1, if for any reason any Stockholder shall not have converted such Stockholder’s shares of Company Preferred Stock prior to November 14, 2011 (the “Dividend Accrual End Date”) or such conversion shall not have been effective by such date (including as contemplated by the procedures set forth in Section 1.3(b)), such Stockholder hereby waives (for itself and any successor in interest or transferee of any shares of the Company Preferred Stock) any right such Stockholder may have to any dividends (in any form whatsoever) which may accrue or have accrued, or may become payable, at any time after the Dividend Accrual End Date but on or prior to November 30, 2011 with respect to such shares of Company Preferred Stock except as set forth in the immediately following sentence. The waiver contemplated by this Section 1.2 shall be irrevocable; provided, however, that the waiver contemplated by this Section 1.2 shall automatically be revoked without any further or required action on the part of Parent, Merger Sub or such Stockholder following the termination of the Merger Agreement occurring prior to any acceptance for payment by Parent or Merger Sub of, or payment by Parent or Merger Sub for, shares of Company Common Stock tendered in the Offer. Without limitation to any right of Parent or Merger Sub hereunder, the Company and its successors and assigns are intended third party beneficiaries of this Section 1.2, and this Section 1.2 shall be enforceable by the Company and its successors and assigns.