Common use of TARP Exchange; Other Preferred Stock Exchanges Clause in Contracts

TARP Exchange; Other Preferred Stock Exchanges. The United States Department of Treasury (the “Treasury”) holds 15,000 shares of TARP Preferred Stock (as defined herein). On the terms and subject to the conditions set forth in an Exchange Agreement, dated as of February 10, 2012, entered into by the Company and the Treasury, as amended (the “TARP Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for a new series of mandatorily convertible preferred stock), which shares shall automatically convert into Common Stock having an aggregate value (valuing the Common Stock at the Per Share Purchase Price) equal to the sum of (x) 50% of the aggregate liquidation preference of the TARP Preferred Stock and (y) 100% of the amount of accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date (the “TARP Exchange”) upon receipt of any necessary shareholder approvals, as provided in Section 3.7 of this Agreement. The Company has entered into, or will enter into simultaneously herewith, similar exchange agreements providing for exchanges of all of the outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Company (each as defined herein) on substantially the same economic terms as provided in the TARP Exchange Agreement with the respective holders of such other series of preferred stock of the Company (such other exchange agreements being referred to herein individually as an “Other Preferred Exchange Agreement” and collectively as the “Other Preferred Exchange Agreements”). The exchanges referred to in each of the Other Preferred Exchange Agreements (collectively the “Other Preferred Exchanges”) and the TARP Exchange are to occur prior to or simultaneously with the Closing.

TARP Exchange; Other Preferred Stock Exchanges. The United States Department of Treasury (the “Treasury”) holds 15,000 shares of TARP Preferred Stock (as defined herein). On the terms and subject to the conditions set forth in an Exchange Agreement, dated as of February 10, 2012, entered into by the Company and the Treasury, as amended (the “TARP Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for a new series of mandatorily convertible preferred stock), which shares shall automatically convert into Common Stock having an aggregate value (valuing the Common Stock at the Per Share Purchase Price) equal to the sum of (x) 50% of the aggregate liquidation preference of the TARP Preferred Stock and (y) 100% of the amount of accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date (the “TARP Exchange”) upon receipt of any necessary shareholder approvals, as provided in Section 3.7 of this Agreement. The Company has entered into, or will enter into simultaneously herewith, similar exchange agreements providing for exchanges of all of the outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Company (each as defined herein) on substantially the same economic terms as provided in the TARP Exchange Agreement with the respective holders of such other series of preferred stock of the Company (such other exchange agreements being referred to herein individually as an “Other Preferred Exchange Agreement” and collectively as the “Other Preferred Exchange Agreements”). The exchanges referred to in each of the Other Preferred Exchange Agreements (collectively the “Other Preferred Exchanges”) and the TARP Exchange are to occur prior to or simultaneously with the Closing.