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

Conversion of Preferred Stock into Common Stock. Each share of Series C Preferred Stock shall be convertible at any time, without any payment by the Series C Preferred Stock Holder, into a number of shares of Common Stock equal to (i) the Stated Value divided by (ii) the Conversion Price. The Conversion Price shall initially be $65.00, subject to adjustment from time to time pursuant to the anti-dilution provisions of the Series C Preferred Stock (as so adjusted, the “Conversion Price”). The anti-dilution provisions will be identical to the anti-dilution protection afforded to the Series B Senior Convertible Preferred Stock.1 Any unpaid dividends to which the 1 If a “Fundamental Change” occurs (i.e., merger, consolidation, asset sale, etc.) in which all or substantially all Common Stock is exchanged for or converted into stock, other securities, cash or assets, the Senior Preferred Stock has the right upon any subsequent conversion to receive the kind and amount of stock, other securities, cash and assets that it would have received if it had been converted immediately prior thereto. Series C Preferred Stock will also get this. Series C Preferred Stock is entitled shall be paid upon any such conversion. Any Series C Preferred Stock held by GM or its affiliates that is converted into Common Stock, whether pursuant to this section or the section entitled “Mandatory Conversion into Common Stock,” shall be converted into shares of Common Stock which, so long as such shares are held by GM or its affiliates, cannot be voted other than with respect to a merger, consolidation or sale of the Company involving a change of control of the Company (a “Change of Control Transaction”) in which the consideration to be paid for all Common Stock, including such shares of Common Stock held by GM or its affiliates, is not (i) equal to or greater than $65.00 per share of such Common Stock (with such $65.00 per share consideration to be proportionally adjusted to reflect any stock splits or stock recombinations effecting such shares of Common Stock) and (ii) paid in full in cash (the “Stated Consideration”); provided, that upon the transfer by GM or its affiliates of such Common Stock to a transferee that is not GM or an affiliate of GM, the restriction on voting such Common Stock shall no longer apply.

Conversion of Preferred Stock into Common Stock. Each share of Series C Preferred Stock shall be convertible at any time, without any payment by the Series C Preferred Stock Holder, into a number of shares of Common Stock equal to (i) the Stated Value divided by (ii) the Conversion Price. The Conversion Price shall initially be $65.0045, subject to adjustment from time to time pursuant to the anti-dilution provisions of the Series C Preferred Stock (as so adjusted, the “Conversion Price”). The anti-dilution provisions will be identical to the anti-dilution protection afforded to the Series B Senior Convertible Preferred Stock.1 Any unpaid dividends to which the 1 If a “Fundamental Change” occurs (i.e., merger, consolidation, asset sale, etc.) in which all or substantially all Common Stock is exchanged for or converted into stock, other securities, cash or assets, the Senior Preferred Stock has the right upon any subsequent conversion to receive the kind and amount of stock, other securities, cash and assets that it would have received if it had been converted immediately prior thereto. Series C Preferred Stock will also get this. Series C Preferred Stock is entitled shall be paid upon any such conversion. Any Series C Preferred Stock held by GM or its affiliates that is converted into Common Stock, whether pursuant to this section or the section entitled “Mandatory Conversion into Common Stock,” Stock shall be converted into shares of Common Stock which, so long as such shares are held by GM or its affiliates, cannot be voted other than with respect to (a) an NPIF Transaction (as defined below) and (b) a merger, consolidation or sale of the Company involving a change of control of the Company (a “Change of Control Transaction”Transaction (as defined below) in which the consideration to be paid for all Common Stock, including such shares of Common Stock held by GM or its affiliates, affiliates is not (i) equal to or greater than $65.00 45 per share of such Common Stock (with such $65.00 45 per share consideration to be proportionally adjusted to reflect any stock splits or stock recombinations effecting such shares of Common Stock) and (ii) paid in full in cash (the “Stated Consideration”)cash; provided, that upon the transfer by GM or its affiliates of such Common Stock to a transferee that is not GM or an affiliate of GM, the restriction on voting such Common Stock shall no longer apply.

Conversion of Preferred Stock into Common Stock. Each share of Series C Preferred Stock shall be convertible at any time, without any payment by the Series C Preferred Stock Holderholder thereof, into a number of shares of Common Stock equal to (i) the Stated Liquidation Value divided by (ii) the Conversion Price. The Conversion Price shall initially be $65.0035.00, subject to adjustment from time to time pursuant to the anti-dilution provisions of the Series C Preferred Stock (as so adjusted, the “Conversion Price”). The anti-dilution provisions will be identical contain customary provisions with respect to the stock splits, recombinations and stock dividends and customary weighted average anti-dilution protection afforded provisions in the event of, among other things, the issuance of rights, options or convertible securities with an exercise or conversion or exchange price below the Conversion Price, the issuance of additional shares at a price less than the Conversion Price and other similar occurrences. Conversion of Series A Preferred Stock into Class B Preferred Stock: If at any time Cerberus and Appaloosa cease to beneficially own, in the aggregate, Series A Preferred Stock with a Liquidation Value of $250 million or more, then all of the shares of Series A Preferred Stock shall automatically convert into shares of Series B Preferred Stock, on a one for one basis, without any action on the part of the holder thereof; provided, if at such time the Company does not have in effect a registration statement covering resales of the Series B Senior Convertible Preferred Stock.1 Any unpaid dividends to which the 1 If a “Fundamental Change” occurs (i.e., merger, consolidation, asset sale, etc.) in which all or substantially all Stock and Common Stock is exchanged for or converted into stock, other securities, cash or assetsissuable upon conversion of the Preferred Stock, the Senior Preferred Stock has conversion shall occur at the right upon any subsequent conversion to receive time such registration statement becomes effective. The holders of the kind and amount of stock, other securities, cash and assets that it would have received if it had been converted immediately prior thereto. Series C A Preferred Stock will also get thisagree not to take any action to delay or prevent such registration statement from becoming effective. If any holder transfers shares of Series C A Preferred Stock is entitled shall be paid upon to any person other than an Affiliate of such conversion. Any holder (a “Permitted Holder”) then all of the shares of Series C A Preferred Stock held by GM or its affiliates that is converted into Common Stockso transferred shall automatically, whether pursuant to this section or the section entitled “Mandatory Conversion into Common Stock,” shall be converted upon such transfer, convert into shares of Common Stock which, so long as such shares are held by GM or its affiliates, cannot be voted other than with respect to a merger, consolidation or sale of the Company involving a change of control of the Company (a “Change of Control Transaction”) in which the consideration to be paid for all Common Series B Preferred Stock, including such on a one for one basis. In addition, any holder of Series A Preferred Stock may convert all or any portion of its Series A Preferred Stock into shares of Common Stock held by GM or Series B Preferred Stock, on a one for one basis, at any time at its affiliatesoption. Subject to compliance with applicable securities laws, is not (i) equal to or greater than $65.00 per share of such Common Stock (with such $65.00 per share consideration to be proportionally adjusted to reflect any stock splits or stock recombinations effecting such shares of Common Stock) and (ii) paid in full in cash (the “Stated Consideration”); provided, that upon the transfer by GM or its affiliates of such Common Series B Preferred Stock to a transferee that is not GM or an affiliate of GM, the restriction on voting such Common Stock shall no longer applywill be freely transferable.