Common use of Conversion Mechanics Clause in Contracts

Conversion Mechanics. Each conversion of this Debenture into shares of Common Stock shall be effected by the delivery of written notice and surrender of this Debenture by the Payees to the Payors stating that such Payees desire to convert the Conversion Amount into the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, shall be deemed to have been effected as of the close of business on the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediately

Conversion Mechanics. Each If this Note is to be converted pursuant to this Section 2 at the option of the Holder, written notice shall be delivered to Holder at the address last shown on the records of the Company for Holder, notifying Holder of the conversion to be effected, specifying the applicable conversion price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon Holder to surrender to the Company, in the manner and at the place designated, the Note. Upon any conversion of this Debenture Note, Xxxxxx hereby agrees to execute and deliver to the Company all transaction documents entered into shares by other Holders participating in any Qualified Equity Financing or Non-Qualified Financing, if applicable, including a purchase agreement, an investor rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions. Xxxxxx further agrees to execute and deliver to the Company all documents as required by the Company in connection with a Change of Common Stock Control or Public Listing. Holder also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby Xxxxxx agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the event triggering such conversion for cancellation; provided, however, that upon the closing of the event triggering conversion of this Note, this Note shall be effected by the delivery deemed converted and of written notice no further force and surrender of effect, whether or not it is delivered for cancellation as set forth in this Debenture by the Payees sentence. The Company shall, as soon as practicable thereafter, issue and deliver to the Payors stating that such Payees desire to convert the Conversion Amount into Holder a certificate or certificates for the number of shares of the class into to which such shares may Holder shall be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable entitled upon such conversion, (Bincluding a check payable to Holder for any cash amounts payable as described in Section 2(d)(ii) cash in lieu below. Any conversion of fractional shares of Common Stock, as determined this Note pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, 2 shall be deemed to have been effected as made immediately prior to the closing of the close of business event triggering such conversion, and on and after such date the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by Persons entitled to receive the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued shares issuable upon such conversion shall be deemed to have become treated for all purposes as the record holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediatelyshares.

Conversion Mechanics. Each conversion of this Debenture into shares of Common Stock shall be effected by the delivery of written notice and surrender of this Debenture by the Payees to the Payors stating that such Payees desire to convert the Conversion Amount into the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, shall be deemed to have been effected as of the close of business on the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediatelyimmediately transmitted by the Company upon issuance). The Company shall not close its books against the transfer of securities in any manner which would interfere with the timely conversion of any securities. The issuance of certificates for Converted Securities shall be made without charge to the holders of such securities for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and/or the issuance of such securities; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Converted Securities. In the event the holder of shares converted hereunder, in connection with the conversion of securities hereunder, shall be required to file a notification pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, each Payor and the holder shall take all actions necessary to comply with such notification requirement and the conversion hereunder of the Conversion Amount shall become effective upon the expiration of the applicable waiting period. Subject to Sections 4(a) and (b), no fractional shares of Common Stock or scrip shall be issued upon conversion of any securities. The number of full shares issuable upon conversion shall be computed on the basis of the Conversion Amount to be converted by a Payee. Instead of any fractional shares which would otherwise be issuable upon conversion of the Conversion Amount, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the product of (i) the Market Price of one share of such Common Stock and (ii) such fractional interest. Subject to Sections 4(a) and (b), the holders of fractional interests shall not be entitled to any rights as stockholders of the Company in respect of such fractional interests.

Conversion Mechanics. Each conversion In order to exercise the Conversion Option, the Holder shall: (i) fax (or otherwise deliver) a copy of this Debenture into shares the fully executed Notice of Common Stock shall Conversion attached hereto as EXHIBIT A to the Maker and (ii) surrender or cause to be effected surrendered to the Maker the original certificate(s) representing the Debentures being converted, along with the original manually executed Notice of Conversion as soon as practicable thereafter. Upon receipt by the delivery Maker of written notice a facsimile copy of a Notice of Conversion from the Holder, the Maker shall promptly send, via facsimile, a confirmation to the Holder stating that the Notice of Conversion has been received, the date upon which the Maker expects to deliver the Conversion Shares issuable upon such conversion and the name and telephone number of a contact person at the Maker regarding the conversion. Within two (2) Business Days following surrender of this Debenture by for conversion, the Payees Maker, at its expense, shall cause to be issued in the name of and delivered to the Payors stating that such Payees desire to convert the Conversion Amount into Holder the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in fully paid and non-assessable Conversion Shares to which the Converted Securities are to Holder shall be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable entitled upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, Conversion Shares shall be deemed to have been effected as of issued in the close of business on manner set forth in the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by Purchase Agreement; provided, however, that the Company and becomes effective by its terms (eachHolder shall, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall all purposes, be deemed to have become the holder or holders of record of such Conversion Shares on the Converted Securitiesdate on which this Debenture, together with a duly executed Notice of Conversion, was surrendered, irrespective of the date of delivery of such Conversion Shares. Upon issuance of shares In the event that this Debenture is converted in accordance with this Section 4part, such Converted Securities the Maker shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching deliver to the ownership thereof Holder a new Debenture in like tenor for the amount not converted. The Maker shall pay any and free from all taxes, liens taxes (other than securities transfer taxes or charges other taxes imposed on the Holder based upon a measure of the Holder's income) which may be imposed upon it with respect thereto due to any action the issuance and delivery of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation Conversion Shares upon the conversion of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediatelythis Debenture.

Conversion Mechanics. Each conversion of this Debenture into shares of Common Stock shall be effected by the delivery of written notice and surrender of this Debenture by the Payees to the Payors stating that such Payees desire to convert the Conversion Amount into the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, shall be deemed to have been effected as of the close of business on the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediatelyimmediately transmitted by the Company upon issuance). The Company shall not close its books against the transfer of securities in any manner which would interfere with the timely conversion of any securities. The issuance of certificates for Converted Securities shall be made without charge to the holders of such securities for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and/or the issuance of such securities; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Converted Securities. In the event the holder of shares converted hereunder, in connection with the conversion of securities hereunder, shall be required to file a notification pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, each Payor anx xxx xxxxxx xxxxl take all actions necessary to comply with such notification requirement and the conversion hereunder of the Conversion Amount shall become effective upon the expiration of the applicable waiting period. Subject to Sections 4(a) and (b), no fractional shares of Common Stock or scrip shall be issued upon conversion of any securities. The number of full shares issuable upon conversion shall be computed on the basis of the Conversion Amount to be converted by a Payee. Instead of any fractional shares which would otherwise be issuable upon conversion of the Conversion Amount, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the product of (i) the Market Price of one share of such Common Stock and (ii) such fractional interest. Subject to Sections 4(a) and (b), the holders of fractional interests shall not be entitled to any rights as stockholders of the Company in respect of such fractional interests.

Conversion Mechanics. Each conversion Subject to any restrictions on the acquisition of this Debenture into Common Units or shares of Class A Common Stock set forth in the Specified Documents and subject to the Exchange Agreement, the right of conversion attaching to any Convertible Preferred Units may be exercised at any time, from time to time, at the option of the holders thereof by delivering to the office of the General Counsel of the Company a duly signed and completed notice of conversion (a “Conversion Notice”) substantially in the form attached hereto as Exhibit D, together with the Convertible Preferred Unit Certificates (if any such Convertible Preferred Unit Certificates have been issued) representing the Convertible Preferred Units to be converted. The Person entitled to receive the Class B Common Units or shares of Class A Common Stock issuable upon such conversion shall be effected by treated for all purposes as the delivery record holder or holders of written notice and surrender such Class B Common Units or shares of this Debenture by the Payees to the Payors stating that such Payees desire to convert Class A Common Stock, as applicable, as of the Conversion Amount into Date and such Person or Persons shall cease to be a record holder of the Convertible Preferred Units so converted on such date. As promptly as practicable on or after the Conversion Date (and in any event no later than three (3) Business Days thereafter), the Company shall issue the number of Class B Common Units or New Charter shall issue the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. Class A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and applicable, issuable upon conversion, with any fractional shares (C) a debenture that represents the portion of this Debenture which was not after aggregating all Convertible Preferred Units being converted on terms identical such date) rounded down to this Debenturethe nearest whole number, or the Company or New Charter shall deliver or cause to be delivered such other consideration as the converting Convertible Preferred Unitholder is entitled to hereunder. Such conversionThe delivery of Class B Common Units or Class A Common Stock shall be made, at the option of the Company or New Charter, in certificated form or by book-entry. Any such certificate or certificates shall be delivered by the Company or New Charter, as applicable, to the extent permitted appropriate holder on a book-entry basis or by Lawmailing certificates evidencing the shares to the holders at their respective addresses as set forth in the Conversion Notice (or, shall be deemed to have been effected as of the close of business on the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the a deemed Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable Law or any requirements of any domestic securities exchange upon which such shares may be listed (except for official notice of issuance which will be immediatelyNotice pursuant to