Common use of Company Conversion Option Clause in Contracts

Company Conversion Option. Whenever the Company shall elect to convert all of the shares of deposited Preferred Stock in accordance with the provisions of the Certificate of Designation, it shall notify the Depository prior to the opening of business on the fifth business day following the date on which the conditions set forth to the exercise of the Company’s election to convert shall have been satisfied. The conversion date shall be on the date that the Company issues a press release announcing its intention to exercise its conversion option in accordance with the Certificate of Designation and the date of the issuance of such press release shall be the Record Date for such conversion. In addition to any information required by applicable law or regulation, the Company’s notice of the Company’s election to convert shall state, as appropriate: (i) the conversion date (which shall be the Record Date); (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock and each Depositary Share; and (ii) that dividends on the Preferred Stock and the Depositary Shares to be converted shall cease to accrue for that dividend period on the conversion date. Such notice shall be provided to the Record holders by the Depository within five business days of receipt. Within five business days of the receipt of such notice, the Depository shall (i) forward such notice to the Record holders, and (ii) surrender to the Company all of the shares of the Preferred Stock held by the Depository and the Company shall thereafter issue and shall deliver or cause to be issued and delivered to the Depository, or to such other person on such Depository’s written order, (x) certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which the Depository, or the Depository’s transferee, shall be entitled and (y) cash in lieu of any fractional share of Common Stock, all as provided in the Certificate of Designation. Upon receipt of the notice from the Depository, each Record holder shall surrender all of the holder’s Receipts and upon the receipt thereof the Depository shall deliver to the Record holder (i) certificates representing the number of shares of Common Stock the holder is entitled to receive and (ii) cash in lieu of any fractional share of Common Stock. The Depository shall, to the extent permitted by law, return or repay to the Company any shares of Common Stock or funds deposited by or for the account of the Company for the purpose of converting any Depositary Shares that remain unclaimed at the end of two years from the conversion date, without further action necessary on the part of the Company. The conversion shall be deemed to have been made at the close of business on the Record Date so that the rights of the Depository with respect to the Preferred Stock (and the right of the Record holder with respect to the Depositary Shares) shall cease except for the right to receive the number of fully paid and non-assessable shares of Common Stock, and cash in lieu of fractional shares, and the person entitled to receive the shares of Common Stock shall be treated for all purposes as having become the Record holder of those shares of Common Stock at that time. If the Company exercises the Company’s conversion option and the conversion date is a date that is prior to the close of business on any Record Date for any dividend, neither the Depository nor the Record holder shall be entitled to receive any portion of the dividend payable for such dividend period on such converted shares on the corresponding dividend payment date. If the Company exercises the Company’s conversion option and the conversion date is a date that is on, or after the close of business on, any Record Date for any dividend and prior to the close of business on the corresponding dividend payment date, all dividends for that dividend period with respect to the shares of Preferred Stock (and, therefore, the Depositary Shares) called for conversion on such date, shall be payable on such dividend payment date to the Record holder of such shares of Preferred Stock (and, therefore, the Record holder) on such Record Date.

Company Conversion Option. Whenever the Company shall elect to convert all of the shares of deposited Preferred Stock Shares in accordance with the provisions of the Certificate of DesignationDesignations, it shall notify the Depository Depositary prior to the opening of business on the fifth business day Trading Date following the date on which the conditions set forth to the exercise of the Company’s election to convert shall have been satisfied. The conversion date shall be on the date that the Company issues a press release announcing its intention to exercise its conversion option in accordance with the Certificate of Designation Designations and the date of the issuance of such press release shall be the Record Date for such conversion. In addition to any information required by applicable law or regulation, the Company’s notice of the Company’s election to convert shall state, as appropriate: (ia) the conversion date (which shall be the Record Date)date; (iib) the number of shares of Common Stock Shares to be issued upon conversion of each share of Preferred Stock Share and each Depositary Share; and (iic) that dividends on the Preferred Stock Shares and the Depositary Shares to be converted shall cease to accrue for that dividend period on the conversion date. Such notice shall be provided to the Record holders by the Depository within five business days of receipt. Within five business days (5) Business Days of the receipt of such notice, the Depository Depositary shall (i) forward such notice to the Record holders, and (ii) surrender to the Company all of the shares of the Preferred Stock Shares held by the Depository Depositary, and the Company shall thereafter issue and shall deliver or cause to be issued and delivered to the DepositoryDepositary, or to such other person on such DepositoryDepositary’s written order, (x) physical certificates (if applicable) representing the number of validly issued, fully paid and non-assessable full shares of whole Common Stock Shares to which the DepositoryDepositary, or the DepositoryDepositary’s transferee, shall be entitled and (y) cash in lieu of any fractional share of Common StockShare, all as provided in the Certificate of DesignationDesignations. Upon receipt of the notice from the DepositoryDepositary, each Record holder shall surrender all of the holder’s Receipts Receipts, if any, and upon the receipt thereof the Depository Depositary shall deliver to the Record holder physical certificates (iif applicable) certificates representing the number of shares of Common Stock Shares the holder is entitled to receive and (ii) cash in lieu of any fractional share of Common StockShare. The Depository Depositary shall, to the extent permitted by law, return or repay to the Company any shares of Common Stock Shares or funds deposited by or for the account of the Company for the purpose of converting any Depositary Shares that remain unclaimed at the end of two (2) years from the conversion date, without further action necessary on the part of the Company. The conversion shall be deemed to have been made at the close of business on the Record Date so that the rights of the Depository Depositary with respect to the Preferred Stock Shares (and the right of the Record holder with respect to the Depositary Shares) shall cease except for the right to receive the number of fully paid and non-assessable shares of Common StockShares, and cash in lieu of fractional shares, and the person entitled to receive the shares of Common Stock Shares shall be treated for all purposes as having become the Record holder of those shares of Common Stock Shares at that time. If the Company exercises the Company’s conversion option and the conversion date is a date that is prior to the close of business on any Record Date for any dividend, neither the Depository Depositary nor the Record holder shall be entitled to receive any portion of the dividend payable for such dividend period on such converted shares on the corresponding dividend payment date. If the Company exercises the Company’s conversion option and the conversion date is a date that is on, on or after the close of business on, on any Record Date for any dividend and prior to the close of business on the corresponding dividend payment date, all dividends for that dividend period with respect to the shares of Preferred Stock Shares (and, therefore, the Depositary Shares) called for conversion on such date, shall be payable on such dividend payment date to the Record holder of such shares of Preferred Stock Shares (and, therefore, the Record holder) on such Record Date.

Company Conversion Option. Whenever the Company shall elect to convert all of the shares of deposited Preferred Stock Shares in accordance with the provisions of the Certificate of DesignationDesignations, it shall notify the Depository Depositary prior to the opening of business on the fifth business day Trading Date following the date on which the conditions set forth to the exercise of the Company’s election to convert shall have been satisfied. The conversion date shall be on the date that the Company issues a press release announcing its intention to exercise its conversion option in accordance with the Certificate of Designation Designations and the date of the issuance of such press release shall be the Record Date for such conversion. In addition to any information required by applicable law or regulation, the Company’s notice of the Company’s election to convert shall state, as appropriate: (ia) the conversion date (which shall be the Record Date)date; (iib) the number of shares of Common Stock Shares to be issued upon conversion of each share of Preferred Stock Share and each Depositary Share; and (iic) that dividends on the Preferred Stock Shares and the Depositary Shares to be converted shall cease to accrue for that dividend period on the conversion date. Such notice shall be provided to the Record holders by the Depository within five business days of receipt. Within five business days (5) Business Days of the receipt of such notice, the Depository Depositary shall (i) forward such notice to the Record holders, and (ii) surrender to the Company all of the shares of the Preferred Stock Shares held by the Depository Depositary, and the Company shall thereafter issue and shall deliver or cause to be issued and delivered to the DepositoryDepositary, or to such other person on such DepositoryDepositary’s written order, (x) physical certificates (if applicable) representing the number of validly issued, fully paid and non-assessable full shares of whole Common Stock Shares to which the DepositoryDepositary, or the DepositoryDepositary’s transferee, shall be entitled and (y) cash in lieu of any fractional share of Common StockShare, all as provided in the Certificate of DesignationDesignations. Upon receipt of the notice from the DepositoryDepositary, each Record holder shall surrender all of the holder’s Receipts Receipts, if any, and upon the receipt thereof the Depository Depositary shall deliver to the Record holder physical certificates (iif applicable) certificates representing the number of shares of Common Stock Shares the holder is entitled to receive and (ii) cash in lieu of any fractional share of Common StockShare. The Depository Depositary shall, to the extent permitted by law, return or repay to the Company any shares of Common Stock Shares or funds deposited by or for the account of the Company for the purpose of converting any Depositary Shares that remain unclaimed at the end of two (2) years from the conversion date, without further action necessary on the part of the Company. The conversion shall be deemed to have been made at the close of business on the Record Date conversion date so that the rights of the Depository Depositary with respect to the Preferred Stock Shares (and the right of the Record holder with respect to the Depositary Shares) shall cease except for the right to receive the number of fully paid and non-assessable shares of Common StockShares, and cash in lieu of fractional shares, and the person entitled to receive the shares of Common Stock Shares shall be treated for all purposes as having become the Record holder of those shares of Common Stock Shares at that time. If the Company exercises the Company’s conversion option and the conversion date is a date that is prior to the close of business on any Record Date for any dividend, neither the Depository Depositary nor the Record holder shall be entitled to receive any portion of the dividend payable for such dividend period on such converted shares on the corresponding dividend payment date. If the Company exercises the Company’s conversion option and the conversion date is a date that is on, on or after the close of business on, on any Record Date for any dividend and prior to the close of business on the corresponding dividend payment date, all dividends for that dividend period with respect to the shares of Preferred Stock Shares (and, therefore, the Depositary Shares) called for conversion on such date, shall be payable on such dividend payment date to the Record holder of such shares of Preferred Stock Shares (and, therefore, the Record holder) on such Record Date.