Common use of Procedures for Conversion Clause in Contracts

Procedures for Conversion. Any conversion pursuant to clause (a), (b) or (c) above or a redemption pursuant to the last sentence of this clause (d) (each, a “Conversion”) shall occur without any further action by the Holders or the Company. As promptly as practicable following a Conversion, but in any event within ten (10) days thereafter or such other time period required to allow the applicable Holders to fully and timely participate in the transaction giving rise to such conversion, the Company shall send each Holder written notice of such Conversion. Upon receipt of such notice, each Holder shall surrender to the Company the certificate or certificates representing the shares of Junior Convertible Preferred Stock being converted, duly assigned or endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder. All shares of Common Stock issued hereunder by the Company shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. Notwithstanding the foregoing, in connection with a Change of Control, in lieu of issuing shares of Common Stock in respect of each share of Junior Convertible Preferred Stock held by such Holder immediately prior to such Change of Control, the Company or its successor shall instead deliver to each Holder in respect of each share of Junior Convertible Preferred Stock held by such Holder immediately prior to such Change of Control the maximum consideration per share of Common Stock paid to any holder of Common Stock in such Change of Control (or, if the Change of Control comprised a sale of substantially all of the assets of the Company, the Fair Market Value of a share of Common Stock implied by such Change of Control, calculated after giving effect to such conversion) multiplied by the number of shares of Common Stock into which such share of Junior Convertible Preferred Stock would otherwise have been converted pursuant to clause (b) above.

Procedures for Conversion. Any conversion pursuant to clause (a), (bi) or (c) above or a redemption pursuant to the last sentence of this clause (d) (each, a “Conversion”) shall occur without any further action by the Holders or the Company. As promptly as practicable following a Conversion, but in any event within At least ten (10) days thereafter or such other time period required prior to allow the applicable Holders a Conversion Date, any Holder electing to fully and timely participate in the transaction giving rise to such conversion, the Company shall send each Holder convert will give written notice of such Conversion. Upon receipt of such notice, each Holder shall surrender to the Company Issuer of the certificate or certificates representing election of the shares of Junior Convertible Preferred Stock being converted, duly assigned or endorsed for transfer Holder to effect a Conversion. (ii) Subject to the Company restrictions on transfer contained in subparagraph (or accompanied by duly executed stock powers relating theretov) orof this Section, in if the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder. All shares of Common Stock issued hereunder are to be registered in the name of a person other than the Holder electing to convert, the Holder will furnish to the Issuer at least ten (10) days prior to the Conversion Date, the name, address and social security or taxpayer identification number of such person and otherwise comply with the provisions of subparagraph (iv) hereof. (iii) On or before the Conversion Date, the Holders will (A) complete and sign the conversion notices in the form attached to this Agreement as Exhibit C; (B) surrender the Debentures to the Issuer at the office of the Issuer described in Article 8 hereof, or to a stock registrar or conversion agent appointed by the Company Issuer; (C) furnish appropriate endorsements or transfer documents as required by the Issuer or any stock registrar or conversion agent appointed by the Issuer; and (D) furnish such other information as the Issuer may reasonably require. (iv) The Holders shall be duly pay any and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect documentary stamp or similar issue or transfer taxes payable to the issuance United States of America or any state of the United States of America, or any political subdivision thereof. Notwithstanding the foregoing, in connection with a Change respect of Controlthe delivery to the Issuer of the Debentures for Conversion or the issuance or delivery of shares of Common Stock upon Conversion; except, that the Holders shall not be required to pay any tax which may be payable in lieu respect of issuing any transfer involved in the issuance or delivery of shares of Common Stock in respect a name other than that of each share the Holders of Junior Convertible Preferred Stock held by the Debentures upon Conversion, and no such Holder immediately prior issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Issuer the amount of any such Change tax or has established, to the satisfaction of Controlthe Issuer, that such tax has been paid. (v) On the Conversion Date or as soon as practical thereafter, the Company Issuer shall deliver, directly or its successor shall instead deliver to each Holder in respect of each share of Junior Convertible Preferred Stock held through any stock registrar or conversion agent appointed by such Holder immediately prior to such Change of Control the maximum consideration per share of Common Stock paid to any holder of Common Stock in such Change of Control (orIssuer, if the Change of Control comprised a sale of substantially all of the assets of the Company, the Fair Market Value of a share of Common Stock implied by such Change of Control, calculated after giving effect to such conversion) multiplied by certificate for the number of full shares of Common Stock into which issuable upon Conversion and a check for any fractional share. The certificate for such share shares shall be legended with such securities law restrictions on transfer as may then be applicable. From and after the Conversion Date, the person in whose name the certificate is registered shall be treated as a shareholder of Junior Convertible Preferred record and shall enjoy all rights, privileges and preferences and shall be subject to all terms, conditions and limitations applicable to shares of Common Stock would otherwise have been converted pursuant to clause the Issuer’s Articles of Incorporation and Bylaws. (bvi) aboveIn the event of Conversion of the Debentures in part only, (A) a new debenture or debentures equal in principal amount to, and bearing the same rate of interest of, the unconverted portion of the Debentures shall be authenticated and issued in the name of the Holders upon the surrender of the Debentures, or (B) at the option of the Holders, the Debentures shall be made available to the Issuer for notation thereon of the portion of the principal amount so converted.