Common use of Preferred Exchange Clause in Contracts

Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 6,300 Preferred Shares, 13,548,387 Exchange Shares, consisting of 13,259,912 shares of Common Stock and 288,475 shares of Non-Voting Common Stock and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares. (b) Following consummation of the Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date. (c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend (other than the SSR Distribution (as defined in the Anchor Investment Agreements)), stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, each per share amount and per share price set forth in the Transaction Documents (including with respect to the number of shares of Common Stock and/or Non-Voting Common Stock being purchased or exchanged hereunder or under any other Transaction Document and including the $4.65 per share purchase or exchange price set forth hereunder or in any of the Transaction Documents) shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by any of the Transaction Documents.

Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue and deliver to the Investor, in exchange for its 6,300 the Preferred SharesShares (including all accrued and unpaid dividends payable on the Preferred Shares through and including the Closing Date), 13,548,387 the Exchange Shares, consisting of 13,259,912 shares of Common Stock Shares and 288,475 shares of Non-Voting Common Stock the Cash Consideration and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of the Exchange SharesShares and the Cash Consideration. (b) Following consummation of the Exchange, the Preferred Shares will no further cash longer be outstanding, the Investor will have no rights with respect thereto and no accrued and unpaid dividends shall be payable and no future dividends shall accrue or be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date. (c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend (other than the SSR Distribution (as defined in the Anchor Investment Agreements))dividend, stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, each per share amount and per share price set forth in the Transaction Documents (including with respect to the number of shares of Common Stock and/or Non-Voting Common Stock being purchased or exchanged hereunder or under any other Transaction Document and including the $4.65 per share purchase or exchange price set forth hereunder or in any of the Transaction Documents) Exchange Shares shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by any of the Transaction Documentsthis Agreement.