Common use of Conversion of Series B Preferred Stock Clause in Contracts

Conversion of Series B Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series B Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series B Preferred that it holds into shares of Common Stock pursuant to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock (the “Series B Certificate”), effective as of the Expiration Date, provided, that on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer (the “Series B Conversion” and together with the Series A Conversion, the “Stock Conversion”) and (ii) that, pursuant to Section 4(d) of the Series B Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series B Certificate. The number of shares of Common Stock issuable to each such holder of Series B Preferred upon the conversion described in the immediately preceding sentence is set forth next to each such holder’s name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series B Certificate, the Company agrees to pay the holders of Series B Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series B Preferred in cash on the Expiration Date. The Company and the holders of the Series B Preferred Stock hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series B Certificate) and the delivery of Certificates (as defined below) representing the Series B Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series B Certificate with respect to such conversion, and no further action on the part of the holders thereof shall be required. Each of the Company and the holders of the Series B Preferred hereby waive any and all provisions of the Series B Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ of Series B Preferred right to receive notice and the requirement of the Company to deliver of certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per share of Common Stock. Each holder of Series B Preferred acknowledges and agrees that the Company may, but is not required to, issue certificates representing shares of Common Stock issuable upon the Series B Conversion, and if the Company determines not to issue such certificates, the certificates representing the Series B Preferred shall represent shares of Common Stock after the conversion for all purposes, including the Offer and the Merger. Subject to Section 1(e) hereof, the Company shall determine the exact time of day on the Expiration Date in which such conversion shall be effective.

Conversion of Series B Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series B Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series B Preferred that it holds into shares of Common Stock pursuant to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock (the “"Series B Certificate”"), effective as of the Expiration Date, provided, that on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer (the “"Series B Conversion” " and together with the Series A Conversion, the “"Stock Conversion”") and (ii) that, pursuant to Section 4(d) of the Series B Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series B Certificate. The number of shares of Common Stock issuable to each such holder of Series B Preferred upon the conversion described in the immediately preceding sentence is set forth next to each such holder’s 's name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series B Certificate, the Company agrees to pay the holders of Series B Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series B Preferred in cash on the Expiration Date. The Company and the holders of the Series B Preferred Stock hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series B Certificate) and the delivery of Certificates (as defined below) representing the Series B Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series B Certificate with respect to such conversion, and no further action on the part of the holders thereof shall be required. Each of the Company and the holders of the Series B Preferred hereby waive any and all provisions of the Series B Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ ' of Series B Preferred right to receive notice and the requirement of the Company to deliver of certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per share of Common Stock. Each holder of Series B Preferred acknowledges and agrees that the Company may, but is not required to, issue certificates representing shares of Common Stock issuable upon the Series B Conversion, and if the Company determines not to issue such certificates, the certificates representing the Series B Preferred shall represent shares of Common Stock after the conversion for all purposes, including the Offer and the Merger. Subject to Section 1(e) hereof, the Company shall determine the exact time of day on the Expiration Date in which such conversion shall be effective.