14C Expiration Date means the date immediately following the expiration of the 20 calendar day period commencing on the stated date of distribution to the Corporation’s stockholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Exchange Act of a definitive Information Statement on Schedule 14C filed by the Corporation with the SEC relating to the issuance of the Convertible Preferred Stock.
Subject to the provisions of Section H.2, beginning on the 14C Expiration Date, each Holder shall have the right, at any time and from time to time, at such Holder’s option, to convert any or all of such Holder’s shares of Convertible Preferred Stock, in whole or in part, into fully paid and non-assessable shares of Common Stock at the Conversion Price.
Notwithstanding anything herein to the contrary, the shares of Preferred Stock shall remain outstanding (including after the Mandatory Conversion Date) and shall continue to accumulate and compound additional dividends pursuant to Section 3 (at the Dividend Rate determined after applying Section 3(c)) until the 14C Expiration Date occurs and such shares are thereafter converted into Common Stock in accordance with the terms hereof.
If the 14C Expiration Date does not occur prior to the Initial Conversion Date, other than as a result of a breach by Seller of Section 5.8(b) of the Purchase Agreement, then the Dividend Rate shall be increased by 4.0% per annum until the 14C Expiration Date occurs, at which time the Dividend Rate shall decrease to 8.0% per annum.
As promptly as practicable following the occurrence of both the 14C Expiration Date and the HSR Expiration Date, the Corporation shall give written notice thereof to the Holders (the date of delivery of such notice, the “ Requisite Approvals Notice Date”).