Common use of Restrictions on Conversion Clause in Contracts

Restrictions on Conversion. No Shareholder may direct the Trustees to convert Shares under Section 2.2 and, after the distribution of Shares from the Voting Trust, no Shareholder may convert Shares into shares of Class A Common Stock or any other stock without first complying with this Section 2.3; provided, however, that compliance with the requirements to give notice to Family Group Members under subsection 2.3(a) and to grant Family Group Members an option to purchase the Shares under subsection 2.3(b) may be waived in writing by the Trustee of the Family Group of which the Shareholder desiring to convert Shares is a member, except that, if a Trustee desires to convert Shares, the waiver must come from the oldest competent member of the Trustee's Family Group other than the Trustee; and provided further, however, that compliance with the requirements to give notice to Other Family Group Members under subsection 2.3(a) and to grant Other Family Group Members an option to purchase the Shares under subsection 2.3(c) may be waived in writing by the Trustees of the other three Family Groups. Any such waivers shall be binding on all other parties to this Restated Agreement. Such waivers may be requested and given at any time prior to the actual conversion of the Shares, subject to such limitations as may be imposed by the Trustees in their discretion in granting such waivers. Unless otherwise determined by the Trustees in granting a waiver, any Shares covered by a waiver granted by all four Trustees shall immediately upon the grant of the waiver cease to be considered "Shares" for all purposes of this Section 2.3 and the third sentence of Section 3.10 even though such Shares have not yet been converted into Class A Common Stock; provided, however, that upon any transfer pursuant to Section 2.1 of any shares of Class B Common Stock previously covered by such a waiver, those shares shall once again be considered Shares for all purposes of this Restated Agreement. Until the final termination of Section 1 of this Restated Agreement, the Trustees selected by holders of voting trust certificates as provided in Sections 1.11 and 1.12 shall also serve as the Trustees for purposes of the preceding sentences of this Section 2.3, and holders of Shares distributed from the Voting Trust shall have no right to vote or consent with respect to the election or removal of the Trustees. After the termination of Section 1 of this Restated Agreement, the Trustees at the time of such termination shall continue to serve as Trustees for purposes of this Section 2.3 and Sections 1.11 and 1.12 shall continue to apply to the removal and replacement of such Trustees, except that removal or replacement of a Trustee shall require the written consent of holders of Shares representing a majority of the aggregate number of Shares beneficially owned by members of the Family Group of which the Trustee is a member.

Restrictions on Conversion. No Prior to the receipt of the Requisite Shareholder may direct the Trustees to convert Shares under Section 2.2 and, after the distribution of Shares from the Voting TrustApproval, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of Common Shares to be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "Permissible Conversion Amount" shall be a number of Common Shares equal to the product of (a) the total number of Common Shares issuable to such Investor upon conversion or exercise of all such Investor's Initial Shares, and (b) a fraction the numerator of which is (i) (A) the product of.199 times the total number of Common Shares issued and outstanding on November 19, 2001 minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total number of Common Shares issuable upon conversion or exercise of all Initial Shares. Prior to the Receipt of the Requisite Shareholder may Approval, each holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into shares of Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Stock or any other stock without first complying with this Section 2.3; providedShares have been obtained, however, that compliance with the requirements to give notice to Family Group Members under subsection 2.3(a) and to grant Family Group Members an option to purchase the Shares under subsection 2.3(b) may be waived in writing by the Trustee of the Family Group of which the Shareholder desiring to convert Shares is a member, except it being understood that, if a Trustee desires to convert Shares, the waiver must come from the oldest competent member of the Trustee's Family Group other than the Trustee; and provided further, however, that compliance with the requirements to give notice to Other Family Group Members under subsection 2.3(a) and to grant Other Family Group Members an option to purchase the Shares under subsection 2.3(c) may be waived in writing by the Trustees of the other three Family Groups. Any such waivers shall be binding on all other parties to this Restated Agreement. Such waivers may be requested and given at any time prior to the actual conversion of the Shares, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such limitations a manner as may be imposed by the Trustees would not result in their discretion in granting such waiversviolation of any applicable regulation. Unless otherwise determined by the Trustees in granting a waiverGE shall not convert any Preference Shares, or exercise any Shares covered by a waiver granted by all four Trustees shall immediately upon the grant of the waiver cease to be considered "Shares" for all purposes of this Section 2.3 and the third sentence of Section 3.10 even though such Shares have not yet been converted into Class A Common Stock; providedWarrant, howeveruntil such time as any required waiting period, that upon any transfer pursuant to Section 2.1 including extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of any shares of Class B Common Stock previously covered by such a waiver1976, those shares as amended, shall once again be considered Shares for all purposes of this Restated Agreement. Until the final termination of Section 1 of this Restated Agreement, the Trustees selected by holders of voting trust certificates as provided in Sections 1.11 and 1.12 shall also serve as the Trustees for purposes of the preceding sentences of this Section 2.3, and holders of Shares distributed from the Voting Trust shall have no right to vote or consent with respect to the election or removal of the Trustees. After the termination of Section 1 of this Restated Agreement, the Trustees at the time of such termination shall continue to serve as Trustees for purposes of this Section 2.3 and Sections 1.11 and 1.12 shall continue to apply to the removal and replacement of such Trustees, except that removal or replacement of a Trustee shall require the written consent of holders of Shares representing a majority of the aggregate number of Shares beneficially owned by members of the Family Group of which the Trustee is a memberxxxx xxxxxxx xx been terminated.

Restrictions on Conversion. No Shareholder may direct Prior to the Trustees to convert Shares under Section 2.2 and, after receipt of the distribution of Shares from the Voting TrustRequisite Nasdaq Approval, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of Common Shares to be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "PERMISSIBLE CONVERSION AMOUNT" shall be a number of Common Shares equal to the product of (a) the total number of Common Shares issuable to such Investor upon conversion or exercise of all such Investor's Initial Shares, and (b) a fraction the numerator of which is (i) (A) the lesser of (x) the product of .199 times the total number of Common Shares issued and outstanding on November 19, 2001 and (y) the product of .199 times the total voting power of the Common Shares issued and outstanding on November 19, 2001, minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total number of Common Shares issuable upon conversion or exercise of all Initial Shares. Prior to the Receipt of the Requisite Shareholder may Approval, each holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such trans- feree had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into shares of Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Stock or any other stock without first complying with this Section 2.3; providedShares have been obtained, however, that compliance with the requirements to give notice to Family Group Members under subsection 2.3(a) and to grant Family Group Members an option to purchase the Shares under subsection 2.3(b) may be waived in writing by the Trustee of the Family Group of which the Shareholder desiring to convert Shares is a member, except it being understood that, if a Trustee desires to convert Shares, the waiver must come from the oldest competent member of the Trustee's Family Group other than the Trustee; and provided further, however, that compliance with the requirements to give notice to Other Family Group Members under subsection 2.3(a) and to grant Other Family Group Members an option to purchase the Shares under subsection 2.3(c) may be waived in writing by the Trustees of the other three Family Groups. Any such waivers shall be binding on all other parties to this Restated Agreement. Such waivers may be requested and given at any time prior to the actual conversion of the Shares, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such limitations a manner as may be imposed by the Trustees would not result in their discretion in granting such waiversviolation of any applicable regulation. Unless otherwise determined by the Trustees in granting a waiverGE shall not convert any Preference Shares, or exercise any Shares covered by a waiver granted by all four Trustees shall immediately upon the grant of the waiver cease to be considered "Shares" for all purposes of this Section 2.3 and the third sentence of Section 3.10 even though such Shares have not yet been converted into Class A Common Stock; providedWarrant, howeveruntil such time as any required waiting period, that upon any transfer pursuant to Section 2.1 including extensions thereof, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any shares of Class B Common Stock previously covered by such a waiver1976, those shares shall once again be considered Shares for all purposes of this Restated Agreement. Until the final termination of Section 1 of this Restated Agreementas amended, the Trustees selected by holders of voting trust certificates as provided in Sections 1.11 and 1.12 shall also serve as the Trustees for purposes of the preceding sentences of this Section 2.3, and holders of Shares distributed from the Voting Trust shall have no right to vote expired or consent with respect to the election or removal of the Trustees. After the termination of Section 1 of this Restated Agreement, the Trustees at the time of such termination shall continue to serve as Trustees for purposes of this Section 2.3 and Sections 1.11 and 1.12 shall continue to apply to the removal and replacement of such Trustees, except that removal or replacement of a Trustee shall require the written consent of holders of Shares representing a majority of the aggregate number of Shares beneficially owned by members of the Family Group of which the Trustee is a memberbeen terminated.