Common use of Conversion of VANTAS Preferred Stock Clause in Contracts

Conversion of VANTAS Preferred Stock. (i) Other than as set forth in Section 1(h)(ii), by virtue of the HQ Merger and without any action of the holder thereof, each share of (i) Series A Convertible Preferred Stock, par value $.01 per share, of VANTAS (the "Series A Stock") shall be converted into the right to receive the number of shares of Voting Common Stock equal to the product of (x) the number of shares of VANTAS Common Stock that would be received upon the conversion of one share of Series A Stock immediately prior to the Effective Time pursuant to the Series A Stock certificate of designation and (y) .21956 (as recalculated at Closing pursuant to Section 1(h)(iii), the "Conversion Ratio"); (ii) Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Stock"), shall be converted into the right to receive the number of shares of Voting Common Stock equal to the product of (x) the number of shares of VANTAS Common Stock that would be received upon the conversion of one share of Series B Stock immediately prior to the Effective Time pursuant to the Series B Stock certificate of designation and (y) the Conversion Ratio; (iii) each share of Series C Convertible Preferred Stock, par value $.01 per share (the "Series C Stock"), shall be converted into the right to receive the number of shares of Voting Common Stock equal to the product of (x) the number of shares of VANTAS Common Stock that would be received upon the conversion of one share of Series C Stock immediately prior to the Effective Time pursuant to the Series C Stock certificate of designation and (y) the Conversion Ratio; (iv) each share of Series D Convertible Preferred Stock, par value $.01 per share (the "Series D Stock"), shall be converted into the right to receive the number of shares of Voting Common Stock equal to the product of (x) the number of shares of VANTAS Common Stock that would be received upon the conversion of one share of Series D Stock immediately prior to the Effective Time pursuant to the Series D Stock certificate of designation and (y) the Conversion Ratio; and (v) each share of Series E Convertible Preferred Stock, par value $.01 per share (the "Series E Stock" and together with the Series A Stock, the Series B Stock, the Series C Stock and the Series D Stock, collectively, the "VANTAS Preferred Stock") shall be converted into the right to receive the number of shares of Voting Common Stock equal to the product of (x) the number of shares of VANTAS Common Stock that would be received upon the conversion of one share of Series E Stock immediately prior to the Effective Time pursuant to the Series E Stock certificate of designation and (y) the Conversion Ratio. (ii) Each share of VANTAS Preferred Stock held in treasury of VANTAS immediately prior to the Effective Time shall, by virtue of the HQ Merger, be cancelled without any payment therefor. (iii) On the Closing Date, the Conversion Ratio shall be recalculated at Closing as provided in Annex A.