Conversion Date means (A) with respect to conversion of any shares
of Series A Preferred Stock at the option of any Holder pursuant to Right of the Holders to Convert, the date on which such Holder complies with the procedures herein (including the satisfaction of any conditions to conversion set
forth in the Conversion Notice) and (B) with respect to Mandatory Conversion pursuant to Mandatory Conversion by the Company, the Mandatory Conversion Date.
Conversion Notice means the notice provided by the Conversion Agent.
Conversion Price means, for each share of Series A Preferred Stock, a dollar amount equal to $1,000 divided by the
Conversion Rate.
Conversion Rate means, for each share of Series A Preferred Stock, 33.333 shares of Common Stock,
subject to adjustment as set forth in the Articles Supplementary.
Credit Agreement has the meaning set forth in the
Investment Agreement.
Current Market Price per share of Common Stock, as of any date of determination, means the
arithmetic average of the VWAP per share of Common Stock for each of the ten (10) consecutive full Trading Days ending on the Trading Day immediately preceding such day, appropriately adjusted to take into account the occurrence during such
period of any event described in Anti-Dilution Adjustments.
Designated Redemption Date means
(i) any date within the three (3) month period commencing on and immediately following the Initial Redemption Date and (ii) any date within the three (3) month period commencing on and immediately following each successive third
anniversary of the Initial Redemption Date.
Distribution Transaction means any transaction by which a Subsidiary of
the Company ceases to be a Subsidiary of the Company by reason of the distribution of such Subsidiarys equity securities to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.
Dividend Payment Date means March 10, June 10, September 10 and December 10 of each year,
commencing on March 10, 2016; provided that if any such Dividend Payment Date is not a Business Day, then the applicable Dividend shall be payable on the next Business Day immediately following such Dividend Payment Date, without any
interest.
Dividend Payment Period means (i) in respect of any share of Series A Preferred Stock issued on
December 4, 2015, the period from and including December 4, 2015 to but excluding March 10, 2016 and, subsequent to March 10, 2016, the period from and including any Dividend Payment Date to but excluding the next Dividend
Payment Date, and (ii) for any share of Series A Preferred Stock issued subsequent to December 4, 2015, the period from and including the Issuance Date of such share to but excluding the next Dividend Payment Date and, subsequently, in
each case the period from and including any Dividend Payment Date to but excluding the next Dividend Payment Date.
Dividend
Rate means 5.5%, or, to the extent and during the period with respect to which such rate has been adjusted as described in DividendsArrearages, Change of ControlSpecified Contract Terms, or
Redemption at the Option of the Holder, such adjusted rate.
Excluded Blackstone Parties has the
meaning set forth in the Investment Agreement.
Fair Market Value means, with respect to any security or other
property, the fair market value of such security or other property as reasonably determined in good faith by a majority of the Board of Directors, or an
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