Common use of Mechanics of Automatic Conversion Clause in Contracts

Mechanics of Automatic Conversion. The Corporation shall use reasonable efforts to provide all holders of record of shares of Series A Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 and at least five (5) days' prior written notice of the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all of the shares of such Series A Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior to the actual date of conversion. On or before the date fixed for conversion, each holder of shares of Series A Preferred Stock shall surrender such holder's certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock or other securities to which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On the date fixed for conversion, all rights with respect to the Series A Preferred Stock will terminate, except only (i) any rights to receive declared but unpaid dividends with a record date preceding the date of conversion, and (ii) the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock or other securities into which such Series A Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered to such holder, or to her, his or its written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereof.

Mechanics of Automatic Conversion. The Corporation shall use reasonable efforts to provide all holders of record of shares of Series A B Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 5.1 and at least five (5) days' prior written notice of the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all of the shares of such Series A B Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A B Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior to the actual date of conversion. On or before the date fixed for conversion, each holder of shares of Series A B Preferred Stock shall surrender such holder's certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock or other securities to which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On the date fixed for conversion, all rights with respect to the Series A B Preferred Stock will terminate, except only (i) any rights to receive declared but unpaid dividends with a record date preceding the date of conversion, and (ii) the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock or other securities into which such Series A B Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A B Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A B Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A B Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered to such holder, or to her, his or its written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereof.

Mechanics of Automatic Conversion. The Corporation shall use reasonable efforts to provide all holders of record of shares of Series A Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 and at least Within five (5) days' prior days of the Automatic Conversion Date, the Corporation shall give written notice (for purposes of the actual date of such conversion. Each such notice shall designate this Designation, a place for automatic conversion of all of the shares of such Series A Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior “Conversion Notice”) to the actual date of conversion. On or before the date fixed for conversion, each holder of shares of Series A Preferred Stock shall surrender such holder's certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for Holder setting forth therein (i) the number of shares of Common Stock or other securities to which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On the date fixed for conversion, all rights with respect to the Series Class A Convertible Preferred Stock will terminatethat are converted into Common Stock, except only (i) any rights to receive declared but unpaid dividends with a record date preceding the date of conversion, and (ii) the rights address of the holders thereof, upon surrender of their place or places at which the certificate or certificates therefor, representing any shares not yet tendered are to receive be converted are to be surrendered; and (iii) whether the certificate or certificates for the number of shares of Common Stock or other securities into which such Series A Preferred Stock has been converted. If so to be surrendered are required by the Corporation, certificates surrendered for conversion shall to be endorsed for transfer or accompanied by a written duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or instruments power or other instrument of transferassignment. The Conversion Notice shall be sent by first class mail, in form satisfactory postage prepaid, to such Holder at such Xxxxxx’s address as it appears on the records of the stock transfer agent for the Class A Convertible Preferred Stock, if any, or, if none, of the Corporation. Upon receipt of the Conversion Notice each Holder of the Class A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the CorporationCorporation at any place set forth in such notice or, duly executed by if no such place is so set forth, at the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure principal executive offices of the holder or holders thereof to surrender such certificates on or prior to such dateCorporation. As soon as practicable after the date of such automatic conversion each Automatic Conversion Date and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaidrepresenting such shares, the Corporation shall cause to be issued issue and delivered deliver to such holderHolder, or to herits nominee, his or its written orderat such Holder’s address as it appears on the records of the stock transfer agent for the Class A Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of full whole shares of Common Stock or other securities issuable on upon such conversion in accordance with the provisions hereof.

Mechanics of Automatic Conversion. The Corporation Upon the occurrence of an Automatic Conversion Event, the outstanding Series B Preferred Stock shall use reasonable efforts to provide all be converted into Common Stock automatically without any further action by the holders of record such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the Common Stock issuable upon such conversion unless the certificates evidencing such Series B Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder certifies to the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon surrender by any holder of the certificates formerly representing shares of Series A B Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 and at least five (5) days' prior written notice of the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all of the shares of such Series A Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior to the actual date of conversion. On Company or before the date fixed for conversiontransfer agent, each there shall be issued and delivered to such holder of shares of Series A Preferred Stock shall surrender promptly in its name as shown on such holder's surrendered certificate or certificates for all such shares to the Corporation at the place designated in such noticecertificates, and shall thereafter receive a certificate or certificates for the number of shares of Common Stock or other securities to into which the shares of Series B Preferred Stock surrendered were converted on the date on which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On occurred, and the date fixed for conversion, all rights with respect to Company shall promptly pay in cash (at the Series A Preferred fair market value per share of Common Stock will terminate, except only (i) any rights to receive declared but unpaid dividends with a record date preceding determined by the Board of Directors as of the date of conversion, and (ii) the rights value of the holders thereofany fractional share of Common Stock otherwise issuable to any holder of shares of Series B Preferred Stock being converted. Until surrendered as provided above, upon surrender of their each certificate or certificates therefor, formerly representing Series B Preferred Stock shall be deemed for all corporate purposes to receive certificates for represent the number of shares of Common Stock or other securities into which such Series A Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, resulting from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered to such holder, or to her, his or its written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereofconversion.

Mechanics of Automatic Conversion. The Corporation Upon the occurrence of an Automatic Conversion Event, the outstanding Series C Preferred Stock shall use reasonable efforts to provide all be converted into Common Stock automatically without any further action by the holders of record such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the Common Stock issuable upon such conversion unless the certificates evidencing such Series C Preferred Stock are either delivered to the Company or its transfer agent as provided below, or the holder certifies to the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon surrender by any holder of the certificates formerly representing shares of Series A C Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 and at least five (5) days' prior written notice of the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all of the shares of such Series A Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior to the actual date of conversion. On Company or before the date fixed for conversiontransfer agent, each there shall be issued and delivered to such holder of shares of Series A Preferred Stock shall surrender promptly in its name as shown on such holder's surrendered certificate or certificates for all such shares to the Corporation at the place designated in such noticecertificates, and shall thereafter receive a certificate or certificates for the number of shares of Common Stock or other securities to into which the shares of Series C Preferred Stock surrendered were converted on the date on which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On occurred, and the date fixed for conversion, all rights with respect to Company shall promptly pay in cash (at the Series A Preferred fair market value per share of Common Stock will terminate, except only (i) any rights to receive declared but unpaid dividends with a record date preceding determined by the Board of Directors as of the date of conversion, and (ii) the rights value of the holders thereofany fractional share of Common Stock otherwise issuable to any holder of shares of Series C Preferred Stock being converted. Until surrendered as provided above, upon surrender of their each certificate or certificates therefor, formerly representing Series C Preferred Stock shall be deemed for all corporate purposes to receive certificates for represent the number of shares of Common Stock or other securities into which such Series A Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, resulting from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the Corporation shall cause to be issued and delivered to such holder, or to her, his or its written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereofconversion.

Mechanics of Automatic Conversion. The Promptly following the automatic conversion of the shares of Series A Preferred Stock pursuant to Section 6(b) hereof, the Corporation shall use reasonable efforts provide to provide all holders of record of shares of Series A Preferred Stock with at least twenty (20) days' prior written notice of the anticipated date of any automatic conversion referenced in Section 5.2 and at least five (5) days' prior a written notice of the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all of the shares of such Series A Preferred Stock. Such notices will be sent by mail, first class, postage prepaid to each record holder of Series A Preferred Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior to the actual date of conversion. On or before the date fixed for conversion, each holder of shares of Series A Preferred Stock shall surrender such holder's the certificate or certificates for all such shares to therefor, duly endorsed, at the office of the Corporation at or of any transfer agent for the place designated in such noticeSeries A Preferred Stock, and shall thereafter receive certificates for the number of shares of Common Stock or other securities to which such holder is entitled. Failure to provide such notice shall not affect the validity of automatic conversion hereunder. On the date fixed for conversion, all rights with respect to the Series A Preferred Stock will terminate, except only (i) any rights to receive declared but unpaid dividends with a record date preceding the date of conversion, and (ii) the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of shares of Common Stock or other securities into which such Series A Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its the holder's attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion converted in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrenderedof conversion, be deemed to have been retired and canceled cancelled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such datecertificates. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaidaforesaid (but in no event later than five (5) Business Days after such date), the Corporation shall cause to be issued and delivered to such holder, or to her, his or its such holder's written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereof.

Mechanics of Automatic Conversion. The Upon the occurrence of any event causing the automatic conversion of any shares of Non-Voting Common Stock pursuant to Section 4.3(d)(i) hereof or the first sentence of Section 4.3(d)(ii) hereof, no further action need be taken to effect such conversion, and any certificates previously representing shares of Non-Voting Common Stock that have been so converted shall thereafter represent the shares of Common Stock into which they have been automatically converted pursuant to Section 4.3(d)(i) hereof or the first sentence of Section 4.3(d)(ii) hereof, as applicable; provided, however, that the Corporation shall use reasonable efforts not be required to provide all recognize the holder of any former share of Non-Voting Common Stock converted pursuant to the first sentence of Section 4.3(d)(ii) hereof as a holder of the Common Stock into which such share was converted unless and until such holder provides written notice to the Corporation of the occurrence of the Permitted Sale causing such automatic conversion, including evidence reasonably satisfactory to the Corporation that such sale pursuant to which the Non-Voting Common Stock was transferred constitutes a Permitted Sale. All holders of record of shares of Series A Preferred Non-Voting Common Stock with at least twenty (20) days' prior shall be sent written notice of the anticipated date occurrence of any automatic conversion referenced in Section 5.2 and at least five (5) days' prior written notice of event causing the actual date of such conversion. Each such notice shall designate a place for automatic conversion of all such shares pursuant to Section 4.3(d)(i) hereof. Such notice need not be sent in advance of the shares occurrence of such Series A Preferred Stockevent. Such notices will No notice shall be required to be sent by mail, first class, postage prepaid to each record holder the Corporation upon the occurrence of Series A Preferred a Permitted Sale causing the automatic conversion of any share of Non-Voting Common Stock at such holder's address appearing on the Corporation's stock register, or by overnight courier service in the case of the notice prior pursuant to the actual date first sentence of conversionSection 4.3(d)(ii) hereof. On or before If at the date fixed for conversion, each holder time of conversion of any shares of Series A Preferred Stock shall surrender such holder's certificate or certificates for all such shares to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Non-Voting Common Stock pursuant to Section 4.3(d)(i) hereof or other securities to which such holder is entitled. Failure to provide such notice shall not affect the validity first sentence of automatic conversion hereunder. On the date fixed for conversion, all rights with respect to the Series A Preferred Stock will terminate, except only (iSection 4.3(d)(ii) hereof there are any rights to receive declared but unpaid dividends with a record date preceding the date of conversion, and (ii) the rights of the holders thereof, upon surrender of their certificate or certificates therefor, to receive certificates for the number of on such shares of Non-Voting Common Stock or other securities into which such Series A Preferred Stock has been converted. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by her, his or its attorney duly authorized in writing. All certificates evidencing shares of Series A Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the date such certificates are so required to be surrendered, be deemed to have been retired and canceled and the shares of Series A Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. As soon as practicable after the date of such automatic conversion and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaidStock, the Corporation nevertheless shall cause pay out of funds legally available therefor such dividends to be issued and delivered to the holders thereof on the payment date determined by the Board in respect of such holder, or to her, his or its written order, a certificate or certificates for the number of full shares of Common Stock or other securities issuable on such conversion in accordance with the provisions hereofdividends.