Common use of Mandatory Conversion by the Company Clause in Contracts

Mandatory Conversion by the Company. (a) At any time after the five (5) year anniversary of the Original Issuance Date, if (i) the Closing Price of the Common Stock was greater than the Mandatory Conversion Price (A) for at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding, the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below, the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B Preferred Stock then outstanding shall be converted into (A) a whole number of shares of Common Stock at the Conversion Rate plus (B) cash in lieu of fractional shares as set out in Section 10(h).

Mandatory Conversion by the Company. (a) At any time after the five three (5) year 3)-year anniversary of the Original Issuance Date, if (i) the Closing Price on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Company) of the Common Stock was greater than exceeds the Mandatory Conversion Price (A) for at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding), the Company may may, at the Company’s sole discretion, elect to convert (a “Mandatory Conversion”) all, but not less than all, all or any portion of the outstanding shares of Series B A Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Common Stock at equal to the quotient of (A) the sum of the Liquidation Preference and the Accrued Dividends with respect to such share of Series A Preferred Stock as of the applicable Conversion Date divided by (B) the Conversion Rate Price of such share as of the applicable Conversion Date plus (Bii) cash in lieu of fractional shares shares, if any, as set out in provided by Section 10(h11(h); provided, however, that, unless and until the Stockholder Approval is obtained, the Company may effect a Mandatory Conversion only to the extent that, as of the applicable Mandatory Conversion Date, such Mandatory Conversion would not violate Section 312.03(d) (or its successor) of the NYSE Listed Company Manual.

Mandatory Conversion by the Company. (a) At any time after the five (5) year anniversary of the Original Issuance Date, if If either (i) (x) the Closing Price Consolidated EBITDA of the Company and its consolidated Subsidiaries exceeds $300 million for two consecutive twelve (12) month periods (ending on a fiscal quarter- or year-end) and (y) the Company’s Consolidated Net Total Leverage Ratio as of the last day of such two consecutive twelve (12) month periods does not exceed 4:00:1:00 or (ii) the VWAP per share of Common Stock was greater than exceeds the product of (x) the Mandatory Conversion Threshold Price Percentage and (Ay) for the Conversion Price on each of at least twenty (20) Trading Days (whether or not consecutive) in any a period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding), the Company may elect to convert (a “Mandatory Conversion”) all, but not less than allall (subject to Section 8(f)), of the outstanding shares of Series B A Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below7, the “Mandatory Conversion Date”); provided provided, however, that the Company may not elect or consummate require a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock prohibited by the Investor PartiesInvestment Agreement. In the case of a Mandatory Conversion, subject to Section 8(f), each share of Series B A Preferred Stock then outstanding shall be converted into (A) a whole the number of shares of Common Stock at equal to the quotient of (1) the sum of the Liquidation Preference and the Accrued Dividends with respect to such share of Series A Preferred Stock as of the Mandatory Conversion Date divided by (2) the Conversion Rate Price of such share in effect as of the Mandatory Conversion Date plus (B) cash in lieu of fractional shares as set out in Section 10(h8(e).

Mandatory Conversion by the Company. (a) At any time on or after the five date that is the third (53rd) year anniversary of the Original Issuance Date, if (i) the Closing Price VWAP per share of the Company Common Stock was greater than the Mandatory Conversion Price (A) for at least twenty consecutive (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, beginning no earlier than the Trading Day immediately preceding the date third (3rd) anniversary of the Notice of Mandatory Conversion Original Issuance Date (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding), the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series B A Preferred Stock into shares of Company Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, (1) each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Company Common Stock equal to the quotient of (A) the sum of the Accrued Value and the Accrued PIK Dividends with respect to such share of Series A Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Price of such share in effect as of the Mandatory Conversion Date, and (2) any Unpaid Cash Dividends as of such date shall be settled in cash; provided, however, that, if as a result of the Conversion Restrictions, all shares of Series A Preferred Stock may not be converted into shares of Company Common Stock at such time, the Conversion Rate plus (B) Company shall deliver the maximum number of shares of Company Common Stock that may be issued upon conversion of the Series A Preferred Stock at such time, together with an amount in cash equal to the Excess 0000-0000-0000.13 Amount in lieu of fractional any such shares as set out of Company Common Stock otherwise deliverable upon a Mandatory Conversion in Section 10(h)excess of the Conversion Restrictions.

Mandatory Conversion by the Company. (a) At any time after the five (5) year third anniversary of the Original Issuance Date, if (i) the Closing Price VWAP per share of the Common Stock was greater than the Mandatory Conversion Price (A) for at least twenty thirty (2030) Trading Days in (i) any period of thirty forty-five (3045) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty forty-five (3045) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as final five (5) consecutive Trading Days of the Original Issuance Date and remains outstandingapplicable Trading Period, the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series B A Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Common Stock at equal to the quotient of (A) the sum of the Liquidation Preference and the Accrued Dividends with respect to such share of Series A Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Rate Price of such share in effect as of the Mandatory Conversion Date plus (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h); provided that, if as a result of the Conversion Restrictions, all shares of Series A Preferred Stock may not be converted into Common Stock at such time, either obtain Stockholder Approval of such issuances or deliver the maximum number of shares of Common Stock that may be issued upon conversion of the Series A Preferred Stock at such time, together with an amount of cash equal to the Excess Amount in lieu of any such shares of Common Stock otherwise deliverable upon a Mandatory Conversion in excess of the Conversion Restrictions.

Mandatory Conversion by the Company. (a) At So long as a Shelf Registration Statement that is then required to be effective is then effective, at any time after the five three (53) year anniversary of the Original Issuance Date, if (i) the Closing Price per share of Common Stock on the NYSE (or other applicable principal national securities exchange if the Common Stock is not then listed on the NYSE) was greater than the Mandatory Conversion Price for (Ax) for each of at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (By) on the last Trading Day of immediately before the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstandingapplicable Mandatory Conversion Notice Date, the Company may may, subject to the conversion procedures set forth in this Section 7, elect to convert (a “Mandatory Conversion”) all, all (but not less than all, ) of the outstanding shares of Series B A Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Common Stock at equal to the quotient of (A) the sum of (I) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) plus (II) the Accrued Dividends with respect to such share of Series A Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Rate plus Price of such share in effect as of the Mandatory Conversion Date and (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h). Notwithstanding the foregoing, if any Holder has informed the Company in writing prior to any applicable Mandatory Conversion Date that it has not obtained or will not obtain any required approval under the HSR Act to hold the number of shares of Common Stock into which such Holder’s shares of Series A Preferred Stock that are subject to Mandatory Conversion would be converted, such shares of Series A Preferred Stock shall, from and after such Mandatory Conversion Date, be deemed Affected Shares for all purposes hereof and shall not be convertible under this Section 7; provided that within a reasonable period of time following such approval under the HSR Act being obtained by such Holder (if such approval is sought by such Holder), such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Mandatory Conversion Date); and provided, further, that if such Affected Shares are not so converted by the Holder thereof within six months after the Mandatory Conversion, such Affected Shares shall automatically be converted pursuant to the terms of this Section 7 at the then applicable Conversion Rate as of the applicable initial Mandatory Conversion Date upon which such shares became Affected Shares) and such Holder shall not have the right to further delay such conversion.

Mandatory Conversion by the Company. (a) At any time after the five three (53) year anniversary of the Original Issuance Date, if (i) the Closing Price VWAP per share of the Common Stock was greater than the Mandatory Conversion Price (A) for at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding), the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, of the outstanding shares of Series B A Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Common Stock at equal to the quotient of (A) the sum of the Liquidation Preference and the Accrued Dividends with respect to such share of Series A Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Rate Price of such share in effect as of the Mandatory Conversion Date plus (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h)[; provided that, if as a result of the Conversion Restrictions, all shares of Series A Preferred Stock may not be converted into Common Stock at such time, either obtain Stockholder Approval of such issuances or deliver the maximum number of shares of Common Stock that may be issued upon conversion of the Series A Preferred Stock at such time, together with an amount of cash equal to the Excess Amount in lieu of any such shares of Common Stock otherwise deliverable upon a Mandatory Conversion in excess of the Conversion Restrictions.]

Mandatory Conversion by the Company. (a) At any time after the five (5) year second anniversary of the Original Issuance Issue Date, if (i) the Closing Price VWAP per share of the Common Stock Shares was greater than 175% of the Mandatory Conversion Price (A) for at least twenty (20) Trading Days in any period of thirty (30) 20 consecutive Trading Days ending on, and including, the Trading Day immediately preceding on the date of the Notice of Mandatory Conversion (such thirty (30is sent pursuant to Section 7(b) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstandingbelow, the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, any or all of the outstanding shares of issued Series B Preferred Stock A Preference Shares into shares of Common Stock Shares (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B Preferred Stock A Preference Share then outstanding issued shall be converted into (i) the number of Common Shares equal to the quotient of (A) a whole number the sum (without duplication) of shares the Stated Value per Series A Preference Share and the accrued but unpaid Regular Dividends with respect to such Series A Preference Share, each as of Common Stock at the Mandatory Conversion Date, divided by (B) the Conversion Rate Price of such Series A Preference Share in effect as of the Mandatory Conversion Date plus (Bii) cash in lieu of fractional shares shares, as set out forth in Section 10(h9(h); provided, however, that if the Mandatory Conversion Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid on the Series A Preference Shares notwithstanding the Mandatory Conversion and (y) the amount of such Dividend, if a Regular Dividend, will not be included in the sum in clause (A) above; provided, further, that the Company will in no event fix a Mandatory Conversion Date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Company shall have declared and set aside the full amount of Dividends due on such Dividend Payment Date. Notwithstanding anything to the contrary in this Series A Certificate, the Company will not have the right to effect a Mandatory Conversion unless a Registration Statement that covers the resale of all then-outstanding Registrable Securities is, at all times during the period that begins on the date the Notice of Mandatory Conversion is sent pursuant to Section 7(b) and ends on the Mandatory Conversion Date, effective under the Securities Act and the holders of the Series A Preference Shares or the Common Shares issued upon conversion thereof are not prohibited under any Company agreement or policy applicable to such holders from selling the Series A Preference Shares, or the Common Shares issued or issuable upon conversion thereof, pursuant to such Registration Statement (whether pursuant to any “blackout period” or otherwise).

Mandatory Conversion by the Company. (a) At So long as a Shelf Registration Statement that is then required to be effective pursuant to the Registration Rights Agreement is then effective, at any time after the five three (53) year anniversary of the Original Issuance Date, if (i) the Closing Price per share of Common Stock on the NYSE (or other applicable principal national securities exchange if the Common Stock is not then listed on the NYSE) was greater than the Mandatory Conversion Price for (Ax) for each of at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (By) on the last Trading Day of immediately before the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstandingapplicable Mandatory Conversion Notice Date, the Company may may, subject to the conversion procedures set forth in this Section 7, elect to convert (a “Mandatory Conversion”) all, all (but not less than all, ) of the outstanding shares of Series B Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Common Stock at equal to the quotient of (A) the sum of (I) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) plus (II) the Accrued Dividends with respect to such share of Series B Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Rate plus Price of such share in effect as of the Mandatory Conversion Date and (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h). Notwithstanding the foregoing, if (I) any Holder has informed the Company in writing prior to any applicable Mandatory Conversion Date that it has not obtained or will not obtain any required approval under the HSR Act to hold the number of shares of Common Stock into which such Holder’s shares of Series B Preferred Stock that are subject to Mandatory Conversion would be converted or (II) any Holder would be deemed to hold Excess Series B Shares, such shares of Series B Preferred Stock (including Excess Series B Shares) shall, from and after such Mandatory Conversion Date, be deemed Affected Shares for all purposes hereof and shall not be convertible under this Section 7; provided that within a reasonable period of time following such approval under the HSR Act being obtained by such Holder (if such approval is sought by such Holder) or obtaining Required Regulatory Approvals in the case such Holder holds Excess Series B Shares, as applicable, such Holder shall convert such Affected Shares into Common Stock (provided that the Conversion Rate for such conversion shall be the Conversion Rate as would have been in effect on the applicable Mandatory Conversion Date); and provided, further, that if such Affected Shares are not so converted by the Holder thereof within six months after the Mandatory Conversion, such Affected Shares shall automatically be converted pursuant to the terms of this Section 7 at the then applicable Conversion Rate as of the applicable initial Mandatory Conversion Date upon which such shares became Affected Shares) and such Holder shall not have the right to further delay such conversion.

Mandatory Conversion by the Company. (a) At So long as an effective Shelf Registration Statement (as defined in the Registration Rights Agreement) is in effect, at any time after the five three (53) year anniversary of the Original Issuance Date, if (i) the Closing Price VWAP per share of the Class A Common Stock was greater than the Mandatory Conversion Price (A) for at least twenty (20) Trading Days in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) and (B) on the last Trading Day of the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstanding), the Company may elect to convert (a “Mandatory Conversion”) all, but not less than all, all or any portion of the outstanding shares of Series B Preferred Stock into shares of Class A Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Class A Common Stock at equal to the quotient of (A) the sum of the Liquidation Preference and the Accrued Dividends with respect to such share of Series B Preferred Stock as of the Mandatory Conversion Date divided by (B) the Conversion Rate Price of such share in effect as of the Mandatory Conversion Date plus (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h); provided that, if as a result of the Conversion Restriction, all shares of Series B Preferred Stock may not be converted into Class A Common Stock at such time, either obtain Stockholder Approval of such issuances or deliver the maximum number of shares of Class A Common Stock that may be issued upon conversion of the Series B Preferred Stock at such time, together with an amount of cash equal to the Excess Amount in lieu of any such shares of Class A Common Stock otherwise deliverable upon a Mandatory Conversion in excess of the Conversion Restrictions.

Mandatory Conversion by the Company. (a) At So long as (1) (x) a registration statement relating to the resale of all shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or Series A-1 Preferred Stock has become effective under the Securities Act and (y) such shares of Class A Common Stock are listed for trading on a national securities exchange or (2) such shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock or Series A-1 Preferred Stock are transferable without restriction in reliance upon Rule 144 under the Securities Act, at any time after the five three (53) year anniversary of the Original Issuance Date, if (i) the Closing Price VWAP per share of the Class A Common Stock on the NASDAQ (or other applicable principal national securities exchange if the Class A Common Stock is not then listed on the NASDAQ) was equal to or greater than the Mandatory Conversion Price (A) for each of at least twenty (20) Trading Days Days, whether or not consecutive, in any period of thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of the Notice of Mandatory Conversion (such thirty (30) consecutive Trading Day period, the “Trading Period”) ending on and (B) on including the last Trading Day of immediately before the Trading Period and (ii) the pro rata share of an aggregate of $100,000,000 in Annual Dividends and/or Special Dividends has been paid with respect to each share of Series B Preferred Stock that was outstanding as of the Original Issuance Date and remains outstandingapplicable Mandatory Conversion Notice Date, the Company may at its option, subject to the conversion procedures set forth in this Section 7, elect to convert (a “Mandatory Conversion”) all, but not less than all, all or a portion (provided that the Company converts a whole number of shares of Series A Preferred Stock) of the outstanding shares of Series B A Preferred Stock into shares of Class A Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 7(a) and in accordance with Section 7(b) below), the “Mandatory Conversion Date”); provided that the Company may not elect or consummate a Mandatory Conversion if any Investor Party holds or would hold upon such Mandatory Conversion (or any earlier conversion following the date of the related Notice of Mandatory Conversion) shares of Common Stock that are Registrable Securities (as defined in the Registration Rights Agreement) unless as of the date of such Notice of Mandatory Conversion and as of the Mandatory Conversion Date there is an Available Registration Statement covering resale of such shares of Common Stock by the Investor Parties. In the case of a Mandatory Conversion, each share of Series B A Preferred Stock then outstanding shall be converted into (Ai) a whole the number of shares of Class A Common Stock at equal to the quotient of (A) the sum of (x) the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends unless the Company elects to pay such Compounded Dividends not previously added to the Liquidation Preference in cash, in which case such Compounded Dividends shall not be added to the Liquidation Preference as provided in this clause (x)) plus (y) an amount equal to the Accrued Dividends with respect to such share of Series A Preferred Stock up to, but not including, the Mandatory Conversion Date divided by (B) the Conversion Rate plus Price in effect as of the Mandatory Conversion Date and (Bii) cash in lieu of fractional shares as set out in Section 10(h11(h); provided, however, that the Company shall not issue any shares of Class A Common Stock upon a Mandatory Conversion to the Elevance Group or the GH Group if such issuance would result in the Elevance Group or the GH Group acquiring shares of Class A Common Stock in excess of the Elevance Share Cap or the GH Share Cap, respectively, and in lieu of any of such shares of Class A Common Stock that would have otherwise been deliverable upon Mandatory Conversion, the Elevance Group or the GH Group, as the case may be, shall receive one share of Series A-1 Preferred Stock for every 1,000 shares of Class A Common Stock and cash in lieu of any fractional shares of Series A-1 Preferred Stock as set out in Section 11(h). Notwithstanding the foregoing, a Holder may elect to receive upon Mandatory Conversion, in lieu of the shares of Class A Common Stock otherwise deliverable, one share of Series A-1 Preferred Stock for every 1,000 shares of Class A Common Stock otherwise deliverable upon Mandatory Conversion and cash in lieu of any fractional shares of Series A-1 Preferred Stock as set out in Section 11(h); provided, however, that, unless the Company shall have obtained the Requisite Stockholder Approval, if as a result of the Conversion Restriction, all or a portion of such shares of Series A Preferred Stock to be converted may not be converted into shares of Class A Common Stock or Series A-1 Preferred Stock at such time, the Company shall deliver the maximum number of shares of Class A Common Stock or Series A-1 Preferred Stock (at the Holder’s election pursuant to Section 7(c)) that may be issued upon conversion of the Series A Preferred Stock at such time, together with an amount of cash per share of Class A Common Stock equal to the Closing Price on the Trading Day immediately prior to the Mandatory Conversion Date (such cash amount, the “Excess Amount”) in lieu of any such shares of Class A Common Stock or Series A-1 Preferred Stock otherwise deliverable upon a Mandatory Conversion in excess of the Conversion Restriction; provided, further, that, if the payment of such Excess Amount would have the effect of causing a default under the Existing Credit Agreement, then such Excess Amount shall only be due and payable on the first Dividend Payment Date when such payment of such Excess Amount would not cause a default under the Existing Credit Agreement.