Common use of Conversion of Preferred Stock into Common Stock Clause in Contracts

Conversion of Preferred Stock into Common Stock. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, this Receipt may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole shares of Preferred Stock represented by whole Depositary Shares evidenced hereby into whole shares of Series A Stock, par value $1.00 per share ("Common Stock"), and cash for any fractional share of Common Stock at the conversion price then in effect for the Preferred Stock pursuant to the Certificate of Designations as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of Designations. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts at the Depositary's Office or at such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares, or fractions of shares, of underlying Preferred Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in cash in lieu of such fractional share of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares represented by the Receipts so delivered. If Preferred Stock shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock may be converted into Common Stock as provided in the Deposit Agreement until, but not after, the close of business on the Redemption Date unless the Company shall fail to deposit with the Depositary the amounts required to redeem the Preferred Stock held by the Depositary, in which case the Depositary Shares representing such Preferred Stock may continue to be converted into Common Stock until, but not after, the close of business on the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make full payment of the amounts payable upon such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Preferred Stock called for redemption, the shares of Preferred Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of immediately prior to the close of business on the date of such receipt by the Depositary.] 6.

Conversion of Preferred Stock into Common Stock. Subject to the provisions of Paragraphs 2 and 4 hereof regarding redemption and liquidation, and subject to the terms and conditions of this Paragraph 6, the Deposit Agreement and the Certificate of Designations, this Receipt may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion holder of any specified number of whole share or shares of Preferred Stock represented by whole Depositary Shares evidenced hereby into whole shares of Series A Stockshall have the right, par value $1.00 per share ("Common Stock")at its option at any time, and cash for to convert any fractional share of Common Stock at the conversion price then in effect for the Preferred Stock pursuant to the Certificate of Designations as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of Designations. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender (except that (i) in respect of any such Receipt or Receipts stock which shall have been called for redemption such right shall terminate at the Depositary's Office or at such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares, or fractions of shares, of underlying Preferred Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in cash in lieu of such fractional share of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares represented by the Receipts so delivered. If Preferred Stock shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock may be converted into Common Stock as provided in the Deposit Agreement until, but not after, the close of business on the Redemption Date day fixed for redemption unless the Company Corporation shall fail default in the payment of the Redemption Price (together with all dividends accrued to deposit with the Depositary date of redemption) and (ii) on any liquidation of the amounts required to redeem Corporation the Preferred Stock held by the Depositary, in which case the Depositary Shares representing such Preferred Stock may continue to be converted into Common Stock until, but not after, right of conversion shall terminate at the close of business on the last full business day before the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make fixed for full payment of the amounts payable upon distributable amount on the Preferred Stock if then paid) into such redemption. Upon receipt number of fully paid and nonassessable shares of Common Stock as is obtained by multiplying the number of shares of Preferred Stock so to be converted by the Depositary preferential liquidation amount of $1,000.00 per share and dividing the result by the conversion price of $4.00 per share or, in case an adjustment of such conversion price has taken place pursuant to the further provisions of this Paragraph 6, then by the conversion price as last adjusted and in effect at the date any share or shares of Preferred Stock are surrendered for con version (such price or such price as last adjusted, as the case may be being referred to herein as the "Conversion Price"). Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Preferred Stock into Common Stock and by surrender of a Receipt certificate or Receiptscertificates for the Preferred Stock so to be converted to the transfer agent of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holder or holders of the Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a properly completed and executed notice statement of conversion, representing any Preferred Stock called the name or names (with address) in which the certificate or certificates for redemption, the shares of Preferred Common Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of immediately prior to the close of business on the date of such receipt by the Depositaryissued.] 6.

Conversion of Preferred Stock into Common Stock. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, this Receipt may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole shares of Preferred Stock represented by whole Depositary Shares evidenced hereby into whole shares of Tele-Communications, Inc. Series A TCI Group Stock, par value $1.00 per share ("Common Series A Stock"), and cash for any fractional share of Common Series A Stock at the conversion price then in effect for the Preferred Stock pursuant to the Certificate of Designations as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of Designations. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts at the Depositary's Office or at such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares, or fractions of shares, of underlying Preferred Stock specified in such notice of conversion into shares of Common Series A Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Series A Stock, the holder shall receive payment in cash in lieu of such fractional share of Common Series A Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Series A Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares represented by the Receipts so delivered. If Preferred Stock shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock may be converted into Common Series A Stock as provided in the Deposit Agreement until, but not after, the close of business on the Redemption Date unless the Company shall fail to deposit with the Depositary the amounts required to redeem the Preferred Stock held by the Depositary, in which case the Depositary Shares representing such Preferred Stock may continue to be converted into Common Series A Stock until, but not after, the close of business on the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make full payment of the amounts payable upon such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Preferred Stock called for redemption, the shares of Preferred Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of immediately prior to the close of business on the date of such receipt by the Depositary.] 6.

Conversion of Preferred Stock into Common Stock. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, this Receipt Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Preferred Stock represented by whole the Depositary Shares evidenced hereby thereby into whole shares of Series A Stock, par value $1.00 per share ("Common Stock"), and cash for any fractional share of Common Stock at the conversion price then in effect for the Preferred Stock pursuant to (and, therefore, for the Certificate of Designations Depositary Shares) specified in the Certificate, as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of DesignationsCertificate. Subject to the terms and conditions of the this Deposit Agreement and the Certificate of DesignationsCertificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts at the Depositary's Office corporate office of the Depositary or at to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares, shares or fractions of shares, thereof of underlying Preferred Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. No fractional shares of Common Stock shall be issuable upon conversion of Preferred Shares underlying the Depositary Shares. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in cash in lieu of such fractional share shares of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same same, holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Preferred Stock and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares represented evidenced by the Receipts so deliveredsurrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the shares of Preferred Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing shares of Preferred Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by the Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Preferred Stock for cancellation the shares of Preferred Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. If provided for in the Certificate, if any shares of Preferred Stock shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock shares may be converted into Common Stock as provided in the this Deposit Agreement untiluntil and including, but not after, the close of business on the [ ] business day preceding the Redemption Date unless the Company shall fail to deposit with default in making payment of the Depositary the shares of Common Stock and other amounts required to redeem the Preferred Stock held by the Depositarypayable upon such redemption, in which case the Depositary Shares representing such shares of Preferred Stock may continue to be converted into Common Stock untiluntil and including, but not after, the close of business on the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make makes full payment of the shares of Common Stock and other amounts payable upon on such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any shares of Preferred Stock called for redemption, the shares of Preferred Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of immediately prior to the close of business on the date of such receipt receipt. The record holder of Depositary shares on any record date with respect to dividends established by the DepositaryDepositary pursuant to Section 4.4 hereof shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the Preferred Stock to which such Depositary Shares relate. If any shares of Preferred Stock are converted between the record date with respect to any dividend payment on the Preferred Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Preferred Stock (except for Depositary Shares converted after the issuance of a notice of redemption with respect to a redemption date during such period which shall be entitled to such dividend on the dividend payment date) shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipt being surrendered for conversion. Any holder of Receipts on a record date with respect to a dividend payment who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Preferred Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Preferred Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue (except as provided in the preceding paragraph), such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional Shares of Common Stock as provided herein and any cash payable on account of accrued dividends and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof.] 6.

Conversion of Preferred Stock into Common Stock. Subject to the terms and conditions of the Deposit Agreement and the Certificate of Designations, this Receipt Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Preferred Stock represented by whole the Depositary Shares evidenced hereby thereby into whole shares of Series A Stock, par value $1.00 per share ("Common Stock"), and cash for any fractional share of Common Stock at the conversion price then in effect for the Preferred Stock pursuant to (and, therefore, for the Certificate of Designations Depositary Shares) specified in the Certificate, as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of DesignationsCertificate. Subject to the terms and conditions of the this Deposit Agreement and the Certificate of DesignationsCertificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts at the Depositary's Office corporate office of the Depositary or at to such office or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares, shares or fractions of shares, thereof of underlying Preferred Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in cash in lieu of such fractional share shares of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same same, holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares represented by the Receipts so delivered. If Preferred Stock shall be called by the Company for redemption, the Depositary Shares representing such Preferred Stock may be converted into Common Stock as provided in the Deposit Agreement until, but not after, the close of business on the Redemption Date unless the Company shall fail to deposit with the Depositary the amounts required to redeem the Preferred Stock held by the Depositary, in which case the Depositary Shares representing such Preferred Stock may continue to be converted into Common Stock until, but not after, the close of business on the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make full payment of the amounts payable upon such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Preferred Stock called and an assignment of such Receipt or Receipts to the Company or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for redemptionconversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the shares of Preferred Stock held represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing shares of Preferred Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by the Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Preferred Stock for cancellation the shares of Preferred Stock represented by such the Depositary Shares for which conversion is requested shall be deemed to have been received evidenced by the Company for conversion as of immediately prior to the close of business on the date of such receipt by the DepositaryReceipts so surrendered and so converted.] 6.

Conversion of Preferred Stock into Common Stock. Subject It is understood and agreed that the Depositary Shares are not convertible into the Common Stock, par value [$0.0001] per share, of the Company (the "Common Stock") or any other securities or property of the Company. Nevertheless, as a matter of convenience, the Company hereby agrees to accept (or to cause its conversion agent to accept) the delivery of Receipts for the purpose of effecting conversions of the Preferred Stock utilizing the same procedures as those provided for delivery of Preferred Stock certificates to effect such conversions in accordance with the terms and conditions of the Deposit Agreement and the Certificate of DesignationsCertificate; provided, this Receipt however, that only whole Depositary Shares may be surrendered with written instructions so submitted for conversion. If fewer than all of the Depositary Shares evidenced by a Receipt are to be converted, the Company shall instruct the Depositary to instruct issue a new Receipt or Receipts for the Company to cause the conversion of any specified number of whole shares of Preferred Stock represented by whole Depositary Shares evidenced hereby into whole shares of Series A Stock, par value $1.00 per share ("Common Stock"), and cash for any fractional share of Common Stock at the conversion price then in effect for the Preferred Stock pursuant not to the Certificate of Designations as such conversion price may be adjusted by the Company from time to time as provided in the Certificate of Designationsconverted. Subject to the terms and conditions of the Deposit Agreement and the Certificate of DesignationsFor this purpose, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Preferred Stock may surrender such Receipt or Receipts to the Company at the Depositary's Office or at such other office or to such Depositary's Agents as the Depositary Company may from time to time designate for such purpose, together with a notice of conversion duly completed and executedexecuted Notice of Conversion in the form included in the Receipt. In all cases, thereby directing the Depositary to instruct foregoing shall be conditioned upon compliance in full by the Company to cause the conversion of the number of shares, or fractions of shares, of underlying Preferred Stock specified in such notice of conversion into shares of Common Stock, and an assignment holder of such Receipt or Receipts with the terms and conditions of the Certificate and of this Deposit Agreement. The Company shall instruct the Depositary to cancel each Receipt surrendered for such conversion and to deliver to the Company or in blank, duly completed and executed. To the extent that a holder delivers to the Depositary any certificates for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive payment in cash in lieu of such fractional share of Common Stock otherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares represented by the Receipts so delivered. If related Preferred Stock shall be called by so converted, and the Company for redemption, the Depositary Shares representing will cancel such Preferred Stock may be converted into Common Stock as provided in the Deposit Agreement until, but not after, the close of business on the Redemption Date unless the Company shall fail to deposit with the Depositary the amounts required to redeem the Preferred Stock held by the Depositary, in which case the Depositary Shares representing such Preferred Stock may continue to be converted into Common Stock until, but not after, the close of business on the date on which the Company deposits with the Depositary such amounts as are required by the Certificate of Designations to make full payment of the amounts payable upon such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Preferred Stock called for redemption, the shares of Preferred Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of immediately prior to the close of business on the date of such receipt by the Depositarycertificates.] 6.]