Automatic Conversions. (a) Each share of Series D Preferred Stock shall be automatically converted into that number of fully paid and non-assessable Common Shares equal to the Applicable Conversion Rate, plus cash in lieu of fractional shares in accordance with Section 13 hereof, upon the Transfer thereof to a third party in a Widely Dispersed Offering by an Initial Holder or any Affiliate of an Initial Holder or any direct or indirect transferee of an Initial Holder that did not receive such shares in a Widely Dispersed Offering. Holders of shares of Series D Preferred Stock shall give prompt notice to the Company of any Transfer of Series D Preferred Stock (whether by an Initial Holder or any Affiliate of an Initial Holder or any direct or indirect transferee of an Initial Holder that did not receive such shares in a Widely Dispersed Offering) that results in the conversion of the shares of Series D Preferred Stock into Common Shares. (b) For the avoidance of doubt, the Holders of Series D Preferred Stock shall not be permitted to convert such shares into any other class of the Company’s share capital, except pursuant to this Section 7.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Arch Capital Group Ltd.)