Common use of Holders of Series Clause in Contracts

Holders of Series. A Preferred Stock shall have the right, exercisable at any time and from time to time, except in the case of Series A Preferred Stock called for redemption as set forth in subparagraph (5) hereof, to convert all or any of such Series A Preferred Stock into Common Stock at a conversion price per share of Common Stock equal to (i) the Net Book Value Per Share of Common Stock on the Closing Date or (ii) in the event any sales of Common Stock to any institutional purchasers have taken place on or prior to the Closing Date or are subject to a commitment to purchase from an institutional purchaser made on or prior to the Closing Date, the Gross Sales Price of a Share of Common Stock; multiplied by 1.08 (the "Conversion Price"). In the case of Series A Preferred Stock called for redemption, conversion rights will expire at the close of business on the last Business Day preceding the Redemption Date. Notice of redemption at the option of the Corporation must be mailed not less than 60 days and not more than 90 days prior to the Redemption Date as provided in subparagraph (5)(b) hereof. Upon conversion, no adjustment or payment will be made for distributions, but if any holder surrenders Class A Preferred Stock for conversion after the close of business on the Record Date for the payment of a distribution and prior to the opening of business on the related Quarterly Dividend Date, then, notwithstanding such conversion, the distribution payable on such Quarterly Dividend Date will be paid to the registered holder of such shares on such Record Date. In such event, such shares, when surrendered for conversion during the period between the close of business on any Record Date and the opening of business on the corresponding Quarterly Dividend Date, must be accompanied by payment of an amount equal to the distribution payable on such Quarterly Dividend Date on the shares so converted (unless such shares were converted after the issuance of a notice of redemption with respect to such shares, in which event such shares shall be entitled to the distribution payable thereon on such Quarterly Dividend Date without making such payment).

Holders of Series. A Preferred Stock may exercise their right to convert the Series A Preferred Stock by telecopying an executed and completed notice of conversion (the "Notice of Conversion") to the Company and delivering to the Company the original Notice of Conversion and the certificate representing the Series A Preferred Stock being converted by reputable overnight courier. Each Business Day (between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time) on which a Notice of Conversion is telecopied to and received by the Company shall have be deemed a "Conversion Date". The Company will deliver the right, exercisable at certificates representing shares of Common Stock issuable upon conversion of any time and from time to time, except in the case share of Series A Preferred Stock called for redemption as set forth in subparagraph (5) hereof, to convert all or any of such Series A Preferred Stock into Common Stock at a conversion price per share of Common Stock equal to (i) the Net Book Value Per Share of Common Stock on the Closing Date or (ii) in the event any sales of Common Stock to any institutional purchasers have taken place on or prior to the Closing Date or are subject to a commitment to purchase from an institutional purchaser made on or prior to the Closing Date, the Gross Sales Price of a Share of Common Stock; multiplied by 1.08 (the "Conversion PriceShares"). In ) (together with the case certificates representing the share or shares of Series A Preferred Stock called for redemptionnot so converted) to the holder thereof via reputable overnight courier, conversion rights will expire at by electronic transfer or otherwise within six Business Days after the Conversion Date, provided the Company has received the original Notice of Conversion and Series A Preferred Stock certificate being so converted on or before the close of business on of the last fifth Business Day preceding after the Redemption Conversion Date. In addition to any other remedies which may be available to the holders of shares of Series A Preferred Stock, in the event that the Company fails to deliver such shares of Common Stock within such six Business Day period, the holder will be entitled to revoke the relevant Notice of redemption at Conversion by delivering a notice to such effect to the option of Company whereupon the Corporation must Company and such holder shall each be mailed not less than 60 days and not more than 90 days restored to their respective positions immediately prior to the Redemption Date as provided in subparagraph (5)(b) hereofdelivery of such Notice of Conversion. Upon conversion, no adjustment or payment will be made for distributions, but if any holder surrenders Class The Notice of Conversion and Series A Preferred Stock for certificates representing the portion of the Series A Preferred Stock converted shall be delivered as follows: To the Company: WordCruncher Internet Technologies, Inc. 00000 Xxxxx 000 Xxxx, Xxxxx X Xxxxxx, Xxxx 00000 Attention: Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 In the event that shares representing the Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") are not delivered by the Company within six Business Days after the close of business on Conversion Date, in addition to all other available remedies which such holder may be entitled, the Record Date for the payment of a distribution and prior Company shall pay to the opening holders thereof, in immediately available funds, upon demand, as liquidated damages for such failure and not as a penalty, on each date after such sixth Business Day up to and including the tenth Business Day that delivery of business on the related Quarterly Dividend DateConversion Shares is not timely effected, then, notwithstanding such conversion, the distribution payable on such Quarterly Dividend Date will be paid to the registered holder of such shares on such Record Date. In such event, such shares, when surrendered for conversion during the period between the close of business on any Record Date and the opening of business on the corresponding Quarterly Dividend Date, must be accompanied by payment of an amount equal to one half of one percent of the distribution payable on such Quarterly Dividend Date on Stated Value of the shares so converted (unless such shares were converted after the issuance of a notice of redemption with respect Series A Preferred Stock subject to such sharesconversion and one percent of the Stated Value of the Series A Preferred Stock subject to such conversion for every Business Day after such tenth Business Day. In the event the Company fails to timely pay the liquidated damages as set forth above, in which event then such shares payment shall bear interest at the rate of two percent per month (pro rated for partial months) until such payments are made. Any and all payments required pursuant to this paragraph shall be entitled payable only in cash. Any payment required by the Company pursuant to this paragraph shall not relieve the distribution payable thereon on such Quarterly Dividend Date without making such payment)Company of its obligations to deliver Conversion Shares pursuant to a Notice of Conversion.