Common use of Effect of Conversion Clause in Contracts

Effect of Conversion. Except as provided in paragraph 4.1.4(b), from and after any Conversion Date, all rights of a holder of shares of Series B Common Stock that were converted into shares of Series A Common Stock on such Conversion Date will cease except for the right, upon surrender of a certificate or certificates representing such shares of Series B Common Stock to receive a certificate or certificates representing the shares of Series A Common Stock into which such shares were converted, together with any payment for fractional securities contemplated by paragraph 4.1.4(i), and such holder will have no other or further rights in respect of the shares of Series B Common Stock so converted, including, but not limited to, any rights with respect to any cash, securities, or other assets which are reserved or otherwise designated by the corporation as being held for the satisfaction of the corporation's obligations to pay or deliver any cash, securities or other assets upon the conversion, exercise or exchange of any securities convertible into or exchangeable for Series B Common Stock outstanding as of the date of such conversion. No holder of a certificate which immediately prior to the Conversion Date represented shares of Series B Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into which the Series B Common Stock was converted until surrender of such holder's certificate for a certificate or certificates representing shares of Series B Common Stock; provided, that upon such surrender, there will be paid to the holder, with respect to the number of whole shares of the kind of capital stock issued upon conversion of such Series B Common Stock, the amount of any dividends or other distributions (without interest) which theretofore became payable with respect to a record date after the Determination Date, but that were not paid by reason of the foregoing; provided, however, that only the holders of the Series A Common Stock following the completion of the Series A Distribution shall be entitled to receive the BioTime Warrants pursuant to the BioTime Warrant Distribution. From and after the Conversion Date, the corporation will, however, be entitled to treat certificates representing shares of Series B Common Stock that have not yet been surrendered for conversion in accordance with paragraph 4.1.4(c) as evidencing the ownership of the number of whole shares of Series A Common Stock for which the shares of Series B Common Stock represented by such certificates will have been converted in accordance with this Section 4.1.4, notwithstanding the failure of the holder thereof to surrender such certificates.

Effect of Conversion. Except as Upon conversion of any Note pursuant to this Section 3, provided in paragraph 4.1.4(b), from and after any Conversion Date, all rights the case of a holder conversion pursuant to Section 3.4(a) that the securities issued upon such conversion are duly and validly issued, fully-paid and are nonassessable, the Company (and its ultimate parent, if any) will be forever released and discharged from all of its obligations and liabilities under such Note, including without limitation the obligation to pay the principal amount and accrued interest thereon. No fractional shares of Series B Common Stock that were converted into shares of Series A Common Stock on such Conversion Date will cease except for the right, upon surrender of a certificate or certificates representing such shares of Series B Common Stock to receive a certificate or certificates representing the shares of Series A Common Stock into which such shares were converted, together with any payment for fractional securities contemplated by paragraph 4.1.4(i), and such holder will have no other or further rights in respect of the shares of Series B Common Stock so converted, including, but not limited to, any rights with respect to any cash, securities, or other assets which are reserved or otherwise designated shall be issuable by the corporation Company or its ultimate parent, as being held for the satisfaction of the corporation's obligations to pay or deliver any cashapplicable, securities or other assets upon the conversion, exercise or exchange of any securities convertible into or exchangeable for Series B Common Stock outstanding as of the date of such conversion. No holder of a certificate which immediately prior to the Conversion Date represented shares of Series B Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into which the Series B Common Stock was converted until surrender of such holder's certificate for a certificate or certificates representing shares of Series B Common Stock; provided, that upon such surrender, there will be paid to the holder, with respect to the number of whole shares of the kind of capital stock issued upon conversion of such Series B Common Stockany Note pursuant to Section 3.4(a). In lieu of any fractional share which would otherwise be issuable upon conversion of any Note pursuant to Section 3.4(a), the Company or its ultimate parent, as applicable, shall pay the holder of such Note an amount in cash equal to the product of any dividends (i) such fraction multiplied by (ii) the Qualified Financing Price (or other distributions the Discounted Qualified Financing Price, in the event the Qualified Financing is consummated more than sixty (without interest60) which theretofore became payable with respect to a record date after days from the Determination DateClosing). Upon conversion of each Note, but that were not paid by reason the holder thereof shall surrender such Note, duly endorsed, at the principal offices of the foregoingCompany; provided, however, that only upon the holders closing of the Series A Common Stock following the completion of the Series A Distribution Qualified Financing, each Note shall be entitled to receive deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. Following such surrender, the BioTime Warrants Company or its ultimate parent, as applicable, will, at its expense, (i) in the case of a conversion pursuant to Section 3.4(a), issue and deliver to such holder a certificate or certificates for the BioTime Warrant Distribution. From and after the Conversion Date, the corporation will, however, be securities to which such holder is entitled to treat certificates representing shares as a result of Series B Common Stock that have not yet been surrendered for such conversion in accordance with paragraph 4.1.4(cSection 3.4(a) as evidencing the ownership and a check payable to such holder for any cash amounts payable in lieu of the number of whole shares of Series A Common Stock for which the shares of Series B Common Stock represented by such certificates will have been converted any fractional share in accordance with this Section 4.1.43.4(c), notwithstanding or (ii) in the failure case of a conversion pursuant to Section 3.4(b), issue and deliver, or cause to be issued and delivered, to such holder a check payable to such holder for the holder thereof to surrender cash amount payable in respect of such certificatesNote in accordance with Section 3.4(b).

Effect of Conversion. Except as provided in paragraph 4.1.4(b)Upon conversion of this Note pursuant to this Section 3, from and after any Conversion Datethe Purchaser shall surrender this Note, all rights duly endorsed, at the principal offices of a holder the Company. Upon conversion of shares this Note pursuant to Section 3, this Note will be deemed converted on the date that is immediately prior to the close of Series B Common Stock that were converted into shares business on the date of Series A Common Stock on such Conversion Date will cease except for the right, upon surrender of this Note. At its expense, the Company will, as soon as practicable thereafter, issue and allot the shares arising on conversion of the Note, issue and deliver to the Purchaser, at such address requested by the Purchaser, a certificate or certificates representing for the number of shares to which the Purchaser is entitled upon such shares of Series B Common Stock to receive a certificate conversion (bearing such legends, if any, as are required by the Purchase Agreement, any other agreement entered into in connection with the Previous Qualifying Financing or certificates representing the shares of Series A Common Stock into which any such shares were convertedconversion or applicable state and federal securities laws), together with a replacement Note (if any payment principal amount is not converted) and any other securities and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTION VERSION property to which the Purchaser is entitled upon such conversion under the terms of this Note, including a check payable to the Purchaser for any cash amounts payable as a result of any fractional securities contemplated by paragraph 4.1.4(i), shares as described herein. Each share arising on conversion shall be issued and allotted at such holder will have no premium to reflect the difference between the nominal amount of the share and the amount of the Notes (and accrued interest) converted into one share. Such shares shall be credited as fully paid and rank pari passu with shares of the same class and shall carry the same right to receive all dividends and other distributions declared or further rights paid in respect of the shares of Series B Common Stock so converted, including, but not limited to, any rights with respect to any cash, securities, or other assets which are reserved or otherwise designated by the corporation as being held for the satisfaction of the corporation's obligations to pay or deliver any cash, securities or other assets upon the conversion, exercise or exchange of any securities convertible into or exchangeable for Series B Common Stock outstanding as of the date of such conversion. No holder of a certificate which immediately prior to the Conversion Date represented shares of Series B Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into which the Series B Common Stock was converted until surrender of such holder's certificate for a certificate or certificates representing shares of Series B Common Stock; provided, that upon such surrender, there will be paid to the holder, with respect to the number of whole shares of the kind of capital stock issued upon conversion of such Series B Common Stock, the amount of any dividends or other distributions (without interest) which theretofore became payable with respect to a record date after the Determination Date, but that were not paid by reason of the foregoing; provided, however, that only the holders of the Series A Common Stock following the completion of the Series A Distribution shall be entitled to receive the BioTime Warrants pursuant to the BioTime Warrant Distribution. From and after the Conversion Date, the corporation will, however, be entitled to treat certificates representing shares of Series B Common Stock that have not yet been surrendered for conversion in accordance with paragraph 4.1.4(c) as evidencing the ownership of the number of whole shares of Series A Common Stock for which the shares of Series B Common Stock represented by such certificates will have been converted in accordance with this Section 4.1.4, notwithstanding the failure of the holder thereof to surrender such certificatesshares.

Effect of Conversion. Except Each conversion shall be deemed to have been effected as provided in paragraph 4.1.4(b), from and after to any Conversion Convertible Notes surrendered for conversion (the “Surrender Date, all rights ”) at the close of a holder of shares of Series B Common Stock that were converted into shares of Series A Common Stock business on such the applicable Conversion Date will cease except for the right, upon surrender of a certificate or certificates representing such shares of Series B Common Stock to receive a certificate or certificates representing the shares of Series A Common Stock into which such shares were converted, together with any payment for fractional securities contemplated by paragraph 4.1.4(i), and such holder will have no other or further rights in respect of the shares of Series B Common Stock so converted, including, but not limited to, any rights with respect to any cash, securities, or other assets which are reserved or otherwise designated by the corporation as being held for the satisfaction of the corporation's obligations to pay or deliver any cash, securities or other assets upon the conversion, exercise or exchange of any securities convertible into or exchangeable for Series B Common Stock outstanding as of the date of such conversion. No holder of a certificate which immediately prior to the Conversion Date represented shares of Series B Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into which the Series B Common Stock was converted until surrender of such holder's certificate for a certificate or certificates representing shares of Series B Common Stock; provided, that upon such surrender, there will be paid to the holder, with respect to the number of whole shares of the kind of capital stock issued upon conversion of such Series B Common Stock, the amount of any dividends or other distributions (without interest) which theretofore became payable with respect to a record date after the Determination Date, but that were not paid by reason of the foregoing; provided, however, that only if the holders Issuer or the Purchaser has notified the other party that Antitrust Filings are required to be made in connection with any such conversion, the Conversion Date shall be deemed to be the business day after all such Antitrust Filings have been made or obtained and any waiting periods with respect thereto have expired, notwithstanding the Surrender Date; provided, further, however, that, without the consent of the Series A Issuer, the Conversion Date may not be extended more than 90 days from the Surrender Date and if any Antitrust Filings have not been made or obtained within such 90 day (or shorter) period (as may be extended with the consent of the Issuer), the Conversion Notice shall be deemed to have been automatically rescinded) and the person in whose name the Shares of Common Stock following shall be issuable upon such conversion (the completion “Conversion Shares”) shall become the holder of record of such shares as of the Series A Distribution close of business on such Conversion Date. Prior to such time, a Purchaser receiving the Conversion Shares upon conversion shall not be entitled to any rights relating to such Shares, including, among other things, the right to vote and receive the BioTime Warrants pursuant to the BioTime Warrant Distributiondividends and notices of shareholder meetings. From On and after the close of business on the Conversion Date, in each case, with respect to a conversion of a Convertible Note pursuant hereto, all rights of the corporation willPurchaser of such Convertible Note shall terminate, howeverother than the right to receive the consideration deliverable or payable upon conversion of such Convertible Note as provided herein. Except as provided in the Convertible Note or in this Section 2.11, no payment or adjustment will be entitled made for accrued interest on a converted Convertible Note, and accrued interest, if any, will be deemed to treat certificates representing shares of Series B Common Stock that have not yet been surrendered for conversion be paid by the consideration paid to the Purchaser upon conversion. Such accrued interest, if any, shall be deemed to be paid in accordance with paragraph 4.1.4(cfull rather than cancelled, extinguished or forfeited. The Issuer shall, as promptly as practical following the Conversion Date, (i) as evidencing cause the ownership of Issuer’s transfer agent to credit the number of whole shares of Series A Common Stock for Conversion Shares to which the shares of Series B Common Stock represented by Holder is entitled pursuant to such certificates will have been converted exercise to a balance account with The Depository Trust Company, if such Conversion Shares are not subject to any securities legends and restrictions at such time, and otherwise to a balance account with the Issuer’s transfer agent, subject to any securities legends and restrictions then applicable, in accordance with this Section 4.1.4, notwithstanding the failure name of the holder thereof Issuer or, at the Purchaser’s instruction set forth in the Conversion Notice, the Purchaser’s agent or designee (provided such Person must be an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act) or (ii) issue and deliver to surrender the Purchaser or, at the Purchaser’s instruction set forth in the Conversion Notice, the Purchaser’s agent or designee (provided such certificatesPerson must be an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act) a certificate or certificates (at the Purchaser’s instruction set forth in the Conversion Notice), sent by reputable overnight courier to the address as specified in the Conversion Notice and registered in the Issuer’s share register in the name of the Purchaser or its agent or designee (as indicated in the Conversion Notice), representing the number of Conversion Shares to which the Holder is entitled pursuant to such exercise.

Effect of Conversion. Except as Upon conversion of any Note pursuant to this Section 3, provided in paragraph 4.1.4(b), from and after any Conversion Date, all rights the case of a holder conversion pursuant to Section 3.4(a) that the securities issued upon such conversion are duly and validly issued, fully-paid and are nonassessable, the Company (and its ultimate parent, if any) will be forever released and discharged from all of its obligations and liabilities under such Note, including without limitation the obligation to pay the principal amount and accrued interest thereon. No fractional shares of Series B Common Stock that were converted into shares of Series A Common Stock on such Conversion Date will cease except for the right, upon surrender of a certificate or certificates representing such shares of Series B Common Stock to receive a certificate or certificates representing the shares of Series A Common Stock into which such shares were converted, together with any payment for fractional securities contemplated by paragraph 4.1.4(i), and such holder will have no other or further rights in respect of the shares of Series B Common Stock so converted, including, but not limited to, any rights with respect to any cash, securities, or other assets which are reserved or otherwise designated shall be issuable by the corporation Company or its ultimate parent, as being held for the satisfaction of the corporation's obligations to pay or deliver any cashapplicable, securities or other assets upon the conversion, exercise or exchange of any securities convertible into or exchangeable for Series B Common Stock outstanding as of the date of such conversion. No holder of a certificate which immediately prior to the Conversion Date represented shares of Series B Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into which the Series B Common Stock was converted until surrender of such holder's certificate for a certificate or certificates representing shares of Series B Common Stock; provided, that upon such surrender, there will be paid to the holder, with respect to the number of whole shares of the kind of capital stock issued upon conversion of such Series B Common Stockany Note pursuant to Section 3.4(a). In lieu of any fractional share which would otherwise be issuable upon conversion of any Note pursuant to Section 3.4(a), the Company or its ultimate parent, as applicable, shall pay the holder of such Note an amount in cash equal to the product of any dividends or other distributions (without interesti) which theretofore became payable with respect to a record date after such fraction multiplied by (ii) the Determination DateDiscounted Qualified Financing Price. Upon conversion of each Note, but that were not paid by reason the holder thereof shall surrender such Note, duly endorsed, at the principal offices of the foregoingCompany; provided, however, that only upon the holders closing of the Series A Common Stock following the completion of the Series A Distribution Qualified Financing, each Note shall be entitled to receive deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. Following such surrender, the BioTime Warrants Company or its ultimate parent, as applicable, will, at its expense, (i) in the case of a conversion pursuant to Section 3.4(a), issue and deliver to such holder a certificate or certificates for the BioTime Warrant Distribution. From and after the Conversion Date, the corporation will, however, be securities to which such holder is entitled to treat certificates representing shares as a result of Series B Common Stock that have not yet been surrendered for such conversion in accordance with paragraph 4.1.4(cSection 3.4(a) as evidencing the ownership and a check payable to such holder for any cash amounts payable in lieu of the number of whole shares of Series A Common Stock for which the shares of Series B Common Stock represented by such certificates will have been converted any fractional share in accordance with this Section 4.1.43.4(c), notwithstanding or (ii) in the failure case of a conversion pursuant to Section 3.4(b), issue and deliver, or cause to be issued and delivered, to such holder a check payable to such holder for the holder thereof to surrender cash amount payable in respect of such certificatesNote in accordance with Section 3.4(b).