Common use of Conversion Ratio Clause in Contracts

Conversion Ratio. Holders of Preferred Stock can elect to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series A Preferred Stock, each share of the applicable Series A Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the number of shares of Series A Preferred Stock held by such holder divided by the total number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock. (b) If a holder of Series B Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”). (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:

Conversion Ratio. Holders of Preferred Stock can elect to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event Subject to the holders other provisions of such Series A Preferred Stockthis Article III and to the provisions of Section 7.10, each share of Company Common Stock issued and outstanding immediately prior to the applicable Series A Preferred Effective Time (excluding any Company Common Stock held described in Subsection 3.01(e)) shall be converted into 18.525 shares of Acquiror Class B Common Stock, the right to receive $102.38 in cash, the right to receive the CTOC Earnout Shares, if any (which right shall in no event entitle the holder and any permitted assignees to more than 2.730 shares of Acquiror Class B Common Stock per share of Company Common Stock) and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares, if any (which right shall in no event entitle the holder and any permitted assignees to more than 15.795 shares of Acquiror Class B Common Stock per share of Company Common Stock plus such portion of the 2.730 shares of Acquiror Class B Common Stock per share of Company Common Stock as were not received as CTOC Earnout Shares). The right to receive the CTOC Earnout Shares and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares shall not be assignable except by operation of Law, by death pursuant to a will or the Laws of descent and distribution, by transfer to a member of the immediate family of the Designated Company Stockholder or a trust for the benefit of any such family member, by transfer to another Designated Company Stockholder, by transfer to a commercial bank or other lending institution in accordance with the terms of a bona fide pledge or, in the case of a Designated Company Stockholder that is a legal entity, by such holder entity to an affiliate or successor of such entity or to the purchaser of all or substantially all of that entities assets, all of which exceptions shall be convertiblepermitted if the transferor or transferee shall give notice of such assignment, without together with such information as may be reasonably necessary to evidence qualification of the payment of additional consideration by the holder transferee to be an assignee thereof, into such number to the Acquiror and the transferee shall have executed the Stockholders' Agreement. The Acquiror shall issue any CTOC Earnout Shares on the CTOC Payout Date, any Initial Earnout Shares on the Initial Payout Date and any Supplemental Earnout Shares on the AGREEMENT AND PLAN OF MERGER Supplemental Payout Date. Notwithstanding the foregoing, (i) if between the date of fully paid this Agreement and nonassessable the Effective Time the outstanding shares of common stock, par value $0.001 per share, of the Acquiror as constituted prior to the effectuation of the Charter Amendment or the Acquiror Class A Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the shall have been changed into a different number of shares or a different class by reason of Series A Preferred Stock held by such holder divided by the total number any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares (a "Share Adjustment"), the Merger Consideration Per Share of Series A Preferred Company Common Stock then outstanding) of seven shall be correspondingly adjusted to reflect such Share Adjustment and eight-tenths percent (7.8%) of ii), if between the issued Effective Time and the Supplemental Payout Date the outstanding shares of Acquiror Class B Common Stock. (b) If Stock shall be subject to a holder Share Adjustment, the numbers of Series B Preferred CTOC Earnout Shares, Initial Earnout Shares and Supplemental Earnout Shares payable with respect to a share of Company Common Stock elects outstanding immediately prior to exercise the Conversion RightsEffective Time shall, effective as of to the Preferred A/B Maturity extent the record date for such Share Adjustment shall have occurred, or the Share Adjustment shall otherwise have become effective, prior to the CTOC Payout Date, the Initial Payout Date or the last full day preceding Supplemental Payout Date, as appropriate, be correspondingly adjusted to reflect such Share Adjustment. Upon exercise of the date fixed Warrants issued by the Company from and after the Effective Time in accordance with their terms, the Acquiror will issue the Merger Consideration Per Share of Company Common Stock for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Company Common Stock that will entitle such holder of such series of Series B Preferred Stock as to its pro rata share (calculated based on which the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”)Warrants are exercised. (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:

Conversion Ratio. Holders Each share of Series C Preferred Stock can elect to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series A Preferred Stock, each share of the applicable Series A Preferred Stock held by such holder shall be convertible, at the option of the holder thereof, at any time beginning 6 months after the date of the issuance of such share, and without the payment of additional consideration by the holder thereof, into such whole number of fully paid and nonassessable non-assessable shares of Common Stock (calculated as provided in Section 5.2 below), as is determined by dividing the applicable Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the “Conversion Ratio”), provided that to the extent that the issuance of shares of Common Stock pursuant to such conversion would result in a holder’s Attribution Parties exceeding the Beneficial Ownership Limitation (in each case as defined below), the Corporation shall issue pre-funded warrants, in the form attached as Exhibit B to the Purchase Agreement, to purchase that number of shares of Common Stock that will entitle such holder would have otherwise been issued to the holder, and provided further that the Conversion Ratio shall be equitably adjusted (as determined in good faith by the Board of such series of Series A Preferred Stock to its pro rata share (calculated based on Directors) so that in no event shall the aggregate number of shares of Common Stock issuable upon conversion of the Series A C Preferred Stock held by such holder divided by the total number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock. (b) If a holder of Series B Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed assuming for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable this purpose that shares of Common Stock that will entitle such holder into which any pre-funded warrants are exercisable are considered issued) exceed 20% of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”). (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock to the number of shares of Common Stock determined by dividing outstanding as of immediately prior to issuance of the Original Issue Price per share for first issued shares of Series C Preferred Stock by (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock). The “Conversion Price” as of the date of issuance of the first issued shares of Series C Preferred Stock (the “Original Issue Date”) shall be equal to the volume-weighted average price of the shares of Common Stock for the 30 trading days immediately prior to the exercise of the holder’s conversion option, subject to a “floor price” equal to $0.6172. Such initial Conversion Price:Price and the rate of which shares of Series C Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment as provided in this Section 5.

Conversion Ratio. Holders of Preferred Stock can elect to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event Subject to the holders other provisions of such Series A Preferred Stockthis Article III, each share of Company Common Stock issued and outstanding immediately prior to the applicable Series A Preferred Effective Time (including any Company Common Stock held by such holder issued upon exercise of the outstanding Warrants pursuant to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(d)) shall be convertibleconverted into 17.68 shares of Acquiror Common Stock, without the payment right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of additional consideration by Law and which right shall in no event entitle the holder thereof, into such number of fully paid and nonassessable to more than 17.68 shares of Acquiror Common Stock). The Acquiror shall issue any Conditional Accelerated Earnout Shares on the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on the Accelerated Payout Date and any Earnout Shares on the Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the shall have been changed into a different number of shares or a different class by reason of Series A Preferred any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Common Stock held by or Acquiror Common Stock shall be correspondingly adjusted to reflect such holder divided by stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, (ii) if between the total Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been changed into a different number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock. (b) If or a holder of Series B Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment different class by reason of any such amounts distributable on a Deemed Liquidation Event stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, to the holders extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”)shares. (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:

Conversion Ratio. Holders of Preferred Stock can elect to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series A Preferred Stock, each share of the applicable Series A Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the number of shares of Series A Preferred Stock held by such holder divided by the total number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock. (b) If a holder of Series B Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”). (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:: “Series C Conversion Price” shall be calculated as follows: X = Where: X = Series C Conversion Price A = Total issued and outstanding shares of Common Shares of Parent on the date that the board of directors of the Corporation initially considered the issuance of Series C Preferred Stock (the “Calculation Date”). B = the greater of the USD equivalent of (i) C$0.115 (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the shares of Parent) or (ii)(A) 1.15 multiplied by (B) the 60-day daily volume weighted average C$ price of the Common Stock of Parent for such date on the Toronto Stock Exchange (or other exchange or market on which the Common Stock is trading) as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time), calculated for the period ending on the Calculation Date. The USD equivalent of C$ means the lawful currency of Canada converted into United States dollars based on the 60-day average of the nominal noon exchange rate ending on the Calculation Date as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars. C = Total Fully Diluted Common Stock beneficially owned by Parent on the Calculation Date.

Conversion Ratio. Holders of Preferred Stock can elect Upon notice to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to exercise the Conversion Rightspay, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event in full, all dividends due to the holders of such Series A Non-Voting Preferred StockStock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of the applicable Series A Non-Voting Preferred Stock held by such holder shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable non-assessable shares of Common Stock that will entitle such holder of such series of as is determined by dividing (a) the Series A Preferred Stock to its pro rata share (calculated based on the number of shares of Series A Preferred Stock held Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by such holder divided by the total number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock. (b) If a holder of the Series B A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock elects to exercise shall equal the Conversion Rightsper day average volume-weighted price per share as reported by S&P Capital IQ, effective as or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the Preferred A/B Maturity Date or period from the last full scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date fixed for of calculation of the payment of Conversion Price; provided, however, that if any such amounts distributable on a Deemed Liquidation Event to conversion, or the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”). (c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as issuance of the Series C Maturity Date A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the last full day preceding Corporation’s Common Stock is then trading), to obtain the date fixed for the payment written consent or affirmative vote of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stockits capital stock to effect such conversion, each share of the applicable Series C Preferred Stock held by such holder Corporation shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C Preferred Stock entitled to reduce the number of shares of Common Stock determined by dividing the Original Issue Price per into which any share for of Series C A Non-Voting Preferred Stock may convert such that the Corporation would not be required to obtain such written consent or affirmative vote, so long as the Corporation, concurrently with such conversion, pays the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion Price, and (2) for each fractional share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to such fraction multiplied by the Series C A Conversion Price:.