Common use of Mandatory Conversion Clause in Contracts

Mandatory Conversion. In the event of a Series A-1 Mandatory Conversion, the share(s) of Series A-1 Preferred Stock subject to such Series A-1 Mandatory Conversion shall be automatically converted into fully paid and non-assessable share(s) of Series A Common Stock at the then effective Series A-1 Conversion Rate without any further action by the Corporation or holders of Series A-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series A-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series A Common Stock issuable upon such Series A-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series A-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series A-1 Preferred Stock may be converted into Series A Common Stock at the initial conversion rate of nine (9) fully paid and non-assessable share of Series A Common Stock for each share of Series A-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series A-1 Conversion Rate”).

Mandatory Conversion. In the event of a Series A-1 C-1 Mandatory Conversion, the share(s) of Series A-1 C-1 Preferred Stock subject to such Series A-1 C-1 Mandatory Conversion shall be automatically converted into fully paid and non-assessable share(s) of Series A C Common Stock at the then effective Series A-1 C-1 Conversion Rate without any further action by the Corporation or holders of Series A-1 C-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series A-1 C-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series A C Common Stock issuable upon such Series A-1 C-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series A-1 C-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series A C Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A C Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series A-1 C-1 Preferred Stock may be converted into Series A C Common Stock at the initial conversion rate of nine (9) [ ]4 fully paid and non-assessable share shares of Series A C Common Stock for each share of Series A-1 C-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series A-1 C-1 Conversion Rate”).

Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of a Series A-1 Mandatory Conversionthe Borrower with or into another corporation or entity, the share(s) Purchaser shall be entitled to receive upon conversion of Series A-1 Preferred the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock subject into which this Note was convertible immediately prior to such Series A-1 Mandatory Conversion transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be automatically converted into fully paid and non-assessable share(s) made in the application of Series A Common Stock at the then effective Series A-1 Conversion Rate without any further action by the Corporation or holders of Series A-1 Preferred Stock and whether or not the certificate(s) representing such share(s) of Series A-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series A Common Stock issuable upon such Series A-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series A-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series A-1 Preferred Stock may be converted into Series A Common Stock at the initial conversion rate of nine (9) fully paid and non-assessable share of Series A Common Stock for each share of Series A-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is hereinafter referred to as the “Series A-1 Conversion Rate”)controlled by, or is under common control with, such specified person.

Mandatory Conversion. In Notwithstanding anything herein to the event of a Series A-1 Mandatory Conversioncontrary, the share(s) of Series A-1 Preferred Stock subject to the conversion limitations set forth in Section 3.2, if, after the date a registration statement covering the resale of the Conversion Shares is declared effective, and so long as such Series A-1 Mandatory registration statement remains effective, (A) the closing price for any sixty (60) consecutive trading days (a “Conversion shall be automatically converted into fully paid and non-assessable share(sPeriod”) exceeds 200% of Series A Common Stock at the then effective Series A-1 Fixed Conversion Rate without Price, the Holder will, within ten (10) trading days of any further action by such Conversion Period, convert all or part of the Corporation or holders then outstanding Principal Amount of Series A-1 Preferred Stock and whether or not this Note plus all accrued, but unpaid interest thereon. The Holder shall only be required to effect such a conversion referred to in the certificate(simmediately preceding sentence if each of the following shall be true: (i) representing such share(s) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of Series A-1 Preferred Stock are surrendered the Conversion Shares issued to the CorporationHolder (or such Conversion Shares are eligible and unrestricted under Rule 144 of the Securities Act); (ii) there is a sufficient number of authorized but unissued and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) otherwise unreserved shares of Series A Common Stock issuable upon such Series A-1 Mandatory Conversion unless the certificate(s) evidencing such share(s) of Series A-1 Preferred Stock are delivered to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series A Common Stock in this Section 5 shall be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series A-1 Preferred Stock may be converted into Series A Common Stock at the initial conversion rate of nine (9) fully paid and non-assessable share of Series A Common Stock for each share the issuance of Series A-1 Preferred Stock all the Conversion Shares as are issuable to the Holder upon such conversion of this Note pursuant to this Section 3.8 and (iii) the amount of this Note to be so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred 3.8 (when combined with the amount of the secured convertible term note issued by the Borrower to as the “Series A-1 Holder on the date hereof to be so converted pursuant to Section 3.6 thereof and the amount of any other promissory note issued by the Borrower to the Holder required to be similarly manditorily converted) does not exceed ten percent (10%) of the aggregate dollar trading volume of the Common Stock during the Conversion Rate”)Period.

Mandatory Conversion. (a) So long as an effective Shelf Registration Statement (as defined in the Registration Rights Agreement) is in effect, at any time during the Mandatory Conversion Period, the Company may elect to convert (a “Mandatory Conversion”) all or any portion of the outstanding shares of Preferred Stock into shares of Class A Common Stock (the date selected by the Company for any Mandatory Conversion pursuant to this Section 8(a), the “Mandatory Conversion Date”). In the event case of a Series A-1 Mandatory Conversion, the share(s) each share of Series A-1 Preferred Stock subject then outstanding shall be converted into that number of fully-paid and nonassessable shares of Class A Common Stock as is determined in accordance with the then-effective Conversion Rate, plus cash in lieu of fractional shares, out of funds legally available therefor, plus cash in the amount of any accrued and unpaid dividend pursuant to Section 5 with respect to such Series A-1 share of Preferred Stock as of the Mandatory Conversion shall Date; provided that, if all shares of Preferred Stock elected by the Company to be automatically converted cannot be converted into fully paid and non-assessable share(s) of Series Class A Common Stock at such time, the then effective Series A-1 Conversion Rate without any further action by Company shall (i) deliver the Corporation or holders maximum number of Series A-1 Preferred Stock and whether or not the certificate(s) representing such share(s) shares of Series A-1 Preferred Stock are surrendered to the Corporation; and the Corporation shall not be obligated to issue certificate(s) evidencing the share(s) of Series Class A Common Stock issuable that may be issued upon such Series A-1 Mandatory Conversion unless conversion of the certificate(s) evidencing such share(s) of Series A-1 Preferred Stock are delivered at such time, together with an amount of cash equal to the Corporation, or the holder thereof notifies the Corporation that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificate(s). In case cash, securities or property other than Series VWAP per share of Class A Common Stock shall be payable, deliverable or issuable upon conversion as provided herein, then all references to Series on the Trading Day immediately preceding the Mandatory Conversion Date in lieu of any such shares of Class A Common Stock in this Section 5 shall otherwise deliverable upon a Mandatory Conversion or (ii) elect to reduce the number of Preferred Shares to be deemed to apply, so far as appropriate and as nearly as may be, to such cash, property or other securities. Subject to the provisions for adjustment hereinafter set forth in this Section 5, the Series A-1 Preferred Stock may be converted into Series A Common Stock at the initial conversion rate of nine (9) fully paid and non-assessable share of Series A Common Stock for each share of Series A-1 Preferred Stock so converted (this conversion rate as from time to time adjusted cumulatively pursuant to the provisions of this Section is hereinafter referred to as the “Series A-1 Conversion Rate”)converted.