Common use of Automatic Conversion by the Company Clause in Contracts

Automatic Conversion by the Company. (a) The Company may elect to automatically convert the Securities in whole or in part (an “Automatic Conversion”) at any time on or prior to Stated Maturity if the Closing Price of the Common Stock has exceeded 130% of the Conversion Price then in effect for at least 20 Trading Days in any 30 Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice (as defined below) (the “Automatic Conversion Price”). In the event that the date on which the Securities will be automatically converted (the “Automatic Conversion Date”) occurs on or prior to May 10, 2010, the Company will pay an Additional Interest Payment in respect of the Securities subject to such Automatic Conversion. (b) Unless the Company shall have theretofore called for redemption all of the outstanding Securities, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause to be mailed to each Holder subject to such Automatic Conversion notice (the “Automatic Conversion Notice”) of an Automatic Conversion not more than 30 days but not less than 20 days prior to the Automatic Conversion Date. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment shall be paid in cash, by delivery of shares of Common Stock or as a combination of cash and Common Stock, (6) the place or places where such Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. (e) If the Company opts to automatically convert less than all of the Outstanding Securities, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Interest Payment, if any, due on such Securities along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after the Automatic Conversion date, as practicable in accordance with the provisions of this Article 13, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.14. (i) If any of the provisions of this Section 13.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion by the Company. (a) The Company may elect to automatically convert the Securities in whole or in part (an “Automatic Conversion”) at any time on or prior to Stated Maturity if the Closing Price of the Common Stock has exceeded 130% of the Conversion Price then in effect for at least 20 Trading Days in any 30 Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice (as defined below) (the “Automatic Conversion Price”). In the event that the date on which the Securities will be automatically converted (the “Automatic Conversion Date”) occurs on or prior to May 10, 2010the date that is one year from the Issue Date, the Company will pay an Additional Interest Payment in respect of the Securities subject to such Automatic Conversion. (b) Unless the Company shall have theretofore called for redemption all of the outstanding Securities, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause to be mailed to each Holder subject to such Automatic Conversion notice (the “Automatic Conversion Notice”) of an Automatic Conversion not more than 30 days but not less than 20 days prior to the Automatic Conversion Date. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment shall be paid in cash, by delivery of shares of Common Stock or as a combination of cash and Common Stock, (6) the place or places where such Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. (e) If the Company opts to automatically convert less than all of the Outstanding Securities, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Interest Payment, if any, due on such Securities along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after the Automatic Conversion date, as practicable in accordance with the provisions of this Article 1314, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.1414.14. (i) If any of the provisions of this Section 13.14 14.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion by the Company. (a) The Company may elect to automatically convert all of the Securities in whole or in part into Common Stock at the Conversion Price (an “"Automatic Conversion”") at any time on or prior to Stated Maturity if (i) the Closing Daily Market Price of the Company's Common Stock has exceeded 130150% of the Conversion Price then in effect for at least 20 Trading Days in during any 30 30-day Trading Day periodperiod (the occurrence of such an event being referred to herein as an "Automatic Conversion Trigger Event"), ending within five Trading Days (ii) the shares of Common Stock issuable upon the Automatic Conversion are freely tradable pursuant to an effective Shelf Registration Statement under the Securities Act, (iii) the Common Stock is, or shall have been, approved for listing on the NYSE, the American Stock Exchange (the "Amex") or for quotation on the NASDAQ Stock Market (the "NASDAQ") prior to the date Automatic Conversion Date; and (iv) all shares of Common Stock which may be issued with respect to the payment of interest on the Securities will be issued out of the Automatic Conversion Notice Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. (as defined belowb) (the “Automatic Conversion Price”). In Subject to Section 5.17, in the event that the date on which that the Securities will be automatically converted (the “"Automatic Conversion Date”") occurs on or prior to May 10, 2010Maturity, the Company will pay an Additional Interest Payment (as defined below) in respect shares of Common Stock. The shares of Common Stock will be valued at the VWAP per share of the Company's Common Stock for the five Trading Days immediately prior to the date that the Company sends to the holders of the Securities the Automatic Conversion Notice. In addition, on the Automatic Conversion Date, the Company will pay to each holder an amount equal to all accrued but unpaid interest on the Securities subject to such Automatic Conversion. (b) Unless Conversion for the Company shall have theretofore called for redemption all of period through the outstanding Securities, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause to be mailed to each Holder subject to such Automatic Conversion notice (the “Automatic Conversion Notice”) of an Automatic Conversion not more than 30 days but not less than 20 days day prior to the Automatic Conversion Date. If the Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing "Additional Interest" shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment shall be paid in cash, by delivery of shares of Common Stock or as a combination of cash and Common Stock, (6) the place or places where such Securities are to be surrendered for conversion, and (7) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. (e) If the Company opts to automatically convert less than all interest that would have accrued and been payable in respect of the Outstanding Securities, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in outstanding principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of shares of Common Stock issuable upon conversion balance of the Securities subject to such Automatic Conversion and, to the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Interest Payment, if any, due on had such Securities along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to remained outstanding for the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after period commencing on the Automatic Conversion date, as practicable in accordance with Date through the provisions earlier to occur of this Article 13, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.14. (i) If any the two year anniversary of the provisions of this Section 13.14 are inconsistent with applicable law at the time of such Automatic ConversionConversion Date and (ii) February 26, such law shall govern2007.

Automatic Conversion by the Company. (a) The Company may elect to automatically convert all or any portion of the Securities in whole or in part Debentures (an “Automatic Conversion”) at any time on or prior to Stated Maturity maturity if the Closing Price of the Company’s Common Stock has exceeded 130150% of the Conversion Price then in effect for at least 20 Trading Days in any 30 during a 30-day Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice Notice. If fewer than all the outstanding Debentures are to be converted in connection with any Automatic Conversion, Debentures to be converted shall be selected by the Trustee from outstanding Debentures by lot or pro rata (as defined belownear as may be) (or by any other equitable method determined by the “Automatic Conversion Price”)Trustee in its sole discretion. In the event that the Automatic Conversion Date occurs prior to November 3, 2007, the Company will pay the Make-Whole Interest Payment on the Automatic Conversion Date. (b) In case the Company shall desire to exercise the right to convert the Debentures, in whole or in part, pursuant to this Section 15.12, it shall fix a date on which for the Securities will be automatically converted Automatic Conversion (the “Automatic Conversion Date”), and it, or at its request (which must be received by the Trustee at least ten (10) occurs on or Business Days prior to May 10, 2010the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Company will pay an Additional Interest Payment Trustee in respect the name of the Securities subject to such Automatic Conversion. (b) Unless the Company shall have theretofore called for redemption all of the outstanding Securities, the Company or, and at the written request and expense of the Company, the Trustee, shall mail or cause to be mailed to each Holder subject to give notice of such Automatic Conversion notice (the “Automatic Conversion Notice”) of an Automatic Conversion at least twenty (20) and not more than 30 days but not less than 20 thirty (30) days prior to the Automatic Conversion Date. If Date to the holders of the Debentures so to be converted at their addresses shown in the Debenture register (provided that if the Company gives shall give such noticeAutomatic Conversion Notice, it shall also deliver a copy of give such Automatic Conversion Notice Notice, and notice of the Debentures to be converted, to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security). (c) Each Automatic Conversion Notice shall statespecify: (1) the aggregate principal amount of Securities Debentures to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (43) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional amount of the Make-Whole Interest Payment, if any, that shall be paid by the Company andCompany, the portion of such Make-Whole Interest Payment, if soany, whether and to what extent such Additional Interest Payment that shall be paid in cash, the portion of such Make-Whole Interest Payment, if any, that shall be paid by delivery of shares of Common Stock or as a combination of cash and Common Stock, (64) the place or places where such Securities Debentures are to be surrendered for conversionconversion and accrued and unpaid Make-Whole Interest Payment, if any, and (75) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state thathas been given as above provided, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. Date (e) If unless the Company opts to automatically convert less than all shall default in the payment of the Outstanding SecuritiesMake-Whole Interest Payment, the Trustee if any), interest on such Debentures so converted shall (subject cease to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair accrue and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion Debentures shall be deemed (so far as may be possible) no longer outstanding and the holders thereof shall have no right in respect of such Debentures except the right to be from receive the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to Debentures so converted and the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Make-Whole Interest Payment, if any, due on such Securities Debentures along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon arising from such conversion or as provided in this Article XV. All Debentures subject to the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after the Automatic Conversion date, as practicable in accordance with the provisions of this Article 13, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 2.8 hereof. Upon On presentation and surrender of any Security automatically converted the Debentures as specified in part onlysaid Automatic Conversion Notice, the Company shall execute issue and shall deliver a certificate or certificates for the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense number of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the full shares of Common Stock issuable upon conversion of the Debentures so converted and cashshall pay the Make-Whole Interest Payment, if any, due on such Debentures along with any cash in respect of any fractional shares of Common Stock arising from such conversion as provided in this Article XV (which payment, if any, shall be paid no later than five (5) Business Days after the presentation and surrender of the Debentures so converted). Notwithstanding the failure to which they are entitled present and surrender the Debentures as specified in the Automatic Conversion Notice, the effective date of the conversion of any Debentures subject to any Automatic Conversion that complies with this Section 15.12 shall be the Automatic Conversion Date. (e) Notwithstanding the other provisions of this Section 15.12, in the event that on a proposed Automatic Conversion Date on or after November 3, 2007, the conversion shall result in an Event of Default or an Event of Default shall have occurred and be continuing, the Company may not convert the Debentures pursuant to this Section 13.1415.12 and any Automatic Conversion Notice previously given pursuant to this Section 15.12 shall be of no effect. (if) If any of the foregoing provisions or other provisions of this Section 13.14 15.12 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion by the Company. (a) The Company may elect elect, at its sole option, to automatically convert the Securities in whole or in part (an “"Automatic Conversion”") all of the Notes or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000 at any time on or prior to Stated Maturity if provided that the [Closing Price Price] of the Company's Common Stock has exceeded 130% of exceeds $[___] per share (the "Automatic Conversion Price then in effect Price") for at least 20 Trading Days in any 30 during a 30-day Trading Day period, ending within five Trading Days prior to the date of the any Automatic Conversion Notice (as defined below) (provided by the “Automatic Conversion Price”)Company. In the event that the date on which all or any portion of the Securities will be Notes are automatically converted (the “"Automatic Conversion Date”") occurs on or prior to May 10August [ ], 20102005, the Company will also pay an Additional Interest or provide for the Make-Whole Payment in respect of on the Securities subject to such Automatic ConversionConversion Date. (b) Unless the Company shall have theretofore previously called for redemption all of the outstanding SecuritiesNotes, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause give to be mailed to each Holder subject to such Automatic Conversion all holders of Notes notice (the “"Initial Automatic Conversion Notice”") of an the Automatic Conversion not more than 30 thirty (30) days but not less than 20 twenty (20) days prior to the Automatic Conversion Date. If the The Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Initial Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3i) the Automatic Conversion Date,; (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment shall be paid in cash, by delivery of shares of Common Stock or as a combination of cash and Common Stock, (6ii) the place or places where such Securities Notes are to be surrendered for conversionAutomatic Conversion; (iii) the aggregate Automatic Conversion Amount (as defined below) then in effect; (iv) the Make-Whole Payment amount, if any; (v) the then current Conversion Consideration; (vi) that the Notes called for Automatic Conversion may only be converted for the Conversion Consideration as provided in Section 12.01; (vii) the CUSIP number of such Note, if any; and (7viii) that a Holder of Notes who desires to convert Notes must satisfy the Conversion Price then requirements for conversion contained in effectsuch Notes. (d) If fewer than all The Company or, at the request and expense of the Securities are to be automatically convertedCompany, the Trustee, shall give to all holders of Notes notice (the "Second Automatic Conversion Notice") not less than fourteen (14) days prior to the Automatic Conversion Date as to whether the Company intends to pay the Plus Cash Amount and/or Make-Whole Payment amount in cash, in shares of Common Stock or in a combination of cash and shares of Common Stock. Each Second Automatic Conversion Notice shall identify also state: (i) the Securities dollar or percentage amount of the Plus Cash Amount to be automatically converted paid in cash or Plus Cash Shares; (including ii) the CUSIP dollar or similar number or numbers, if any). In case any Security is percentage amount of the Make-Whole Payment amount to be automatically converted paid in part only, cash or Make-Whole Shares; and (iii) the aggregate Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities Amount then in principal amount equal to the unconverted portion thereof will be issuedeffect. (e) If the Company opts elects to automatically convert less than pay all or any part of the Outstanding SecuritiesPlus Cash Amount in Plus Cash Shares, or all or any part of the Make-Whole Payment amount in Make-Whole Shares, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause shares to be selected delivered will be valued at the Securities or portions thereof greater of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereofi) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing 95% of the Automatic Conversion Notice. Price and (fii) In 95% of the event simple average of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates daily volume-weighted average price of the Common Stock for the number of shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Interest Payment, if any, due on such Securities along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after the Automatic Conversion date, as practicable in accordance with the provisions of this Article 13, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.14. (i) If any of the provisions of this Section 13.14 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.ten

Automatic Conversion by the Company. (a) The Company may elect to automatically convert the Securities in whole or in part Notes (an “"Automatic Conversion”") at any time on or prior to Stated Maturity maturity if the Closing Price of the Company's Common Stock has exceeded 130150% of the Conversion Price then in effect for at least 20 Trading Days in any 30 during a 30-day Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice (as defined below) ); provided, however, that, during the two year period commencing on the date of the last delivery of the Notes under this Indenture, the Company may only automatically convert the Notes if, in accordance with the terms of the Registration Rights Agreement, a registration statement registering the resale of the Notes and Common Stock issuable upon conversion of the Notes is declared effective under the Securities Act prior to the date of the Automatic Conversion Notice and such registration statement remains effective on the date selected for Automatic Conversion (the “"Automatic Conversion Price”Date"). In the event that the date on which the Securities Notes will be automatically converted (the “"Automatic Conversion Date”") occurs on or prior to May 10September 1, 20102006, the Company will pay an Additional the Make-Whole Interest Payment in respect of on the Securities subject to such Automatic ConversionConversion Date. (b) Unless the Company shall have theretofore called for redemption all of the outstanding SecuritiesNotes, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause give to be mailed to each Holder subject to such Automatic Conversion all holders of Notes notice (the “"Automatic Conversion Notice”") of an the Automatic Conversion not more than 30 thirty (30) days but not less than 20 twenty (20) days prior to the Automatic Conversion Date. If the The Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (52) whether an Additional the Make-Whole Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment if it shall be paid in cash, cash or by delivery of shares of Common Stock or as a combination of cash and Common Stock, (63) the place or places where such Securities Notes are to be surrendered for conversionconversion and accrued and unpaid Make-Whole Interest Payment, if any, and (74) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. (e) If the Company opts to automatically convert less than all of the Outstanding Securities, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to Notes and the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Make-Whole Interest Payment, if any, due on such Securities Notes along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to in the extent event that the Company elects to pay any applicable Additional Make-Whole Interest Payment, if any, in Common Stock instead of cash, for payment to the Holder holder as promptly after the Automatic Conversion dateDate, as practicable in accordance with the provisions of this Article 13XV, but in no event later than the close of business on of the third next succeeding third Business Day following such Automatic Conversion Date. (ge) All Securities Notes subject to an the Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 2.8 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.14. (if) If any of the foregoing provisions or other provisions of this Section 13.14 15.11 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion by the Company. (a) The Company may elect to automatically convert the Securities in whole or in part Notes (an “"Automatic Conversion”") at any time on or prior to Stated Maturity if the Closing Market Price of the Company's Common Stock has exceeded 130150% of the Conversion Price then in effect for at least 20 Trading Days in any 30 during a 30-day Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice (as defined below) (the “Automatic Conversion Price”). In the event that the date on which the Securities Notes will be automatically converted (the “"Automatic Conversion Date”") occurs on or prior to May 10December , 20102004, the Company will pay an Additional the Make-Whole Interest Payment in respect of on the Securities subject to such date selected for Automatic ConversionConversion (the "Automatic Conversion Date"). (b) Unless the Company shall have theretofore called for redemption all of the outstanding SecuritiesNotes, the Company or, at the written request and expense of the Company, the Trustee, shall mail or cause give to be mailed to each Holder subject to such Automatic Conversion all holders of Notes notice (the “"Automatic Conversion Notice”") of an the Automatic Conversion not more than 30 thirty (30) days but not less than 20 twenty (20) days prior to the Automatic Conversion Date. If the The Company gives such notice, it shall also deliver a copy of such Automatic Conversion Notice to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security. (c) Each Automatic Conversion Notice shall state: (1) the aggregate principal amount of Securities to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (4) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (52) whether an Additional the Make-Whole Interest Payment, if any, shall be paid by the Company and, if so, whether and to what extent such Additional Interest Payment if it shall be paid in cash, cash or by delivery of shares of Common Stock or as a combination of cash and Common Stock, (63) the place or places where such Securities Notes are to be surrendered for conversionconversion and accrued and unpaid Make-Whole Interest Payment, if any, and (74) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state that, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. (e) If the Company opts to automatically convert less than all of the Outstanding Securities, the Trustee shall (subject to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion shall be deemed (so far as may be possible) to be from the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of full shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to Notes and the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Make-Whole Interest Payment, if any, due on such Securities Notes along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon conversion or to in the extent event that the Company elects to pay any applicable Additional Make-Whole Interest Payment, if any, in Common Stock instead of cash, for payment to the Holder holder as promptly after the Automatic Conversion dateDate, as practicable in accordance with the provisions of this Article 13XV, but in no event later than the close of business on of the third next succeeding third Business Day following such Automatic Conversion Date. (ge) All Securities Notes subject to an the Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 2.8 hereof. Upon presentation of any Security automatically converted in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the shares of Common Stock and cash, if any, to which they are entitled pursuant to this Section 13.14. (if) If any of the foregoing provisions or other provisions of this Section 13.14 15.11 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.

Automatic Conversion by the Company. (a) The Company may elect to automatically convert all or any portion of the Securities in whole or in part Debentures (an “Automatic Conversion”) at any time on or prior to Stated Maturity maturity if the Closing Price of the Company’s Common Stock has exceeded 130150% of the Conversion Price then in effect for at least 20 Trading Days in any 30 during a 30-day Trading Day period, ending within five Trading Days prior to the date of the Automatic Conversion Notice Notice. If fewer than all the outstanding Debentures are to be converted in connection with any Automatic Conversion, Debentures to be converted shall be selected by the Trustee from outstanding Debentures by lot or pro rata (as defined belownear as may be) (or by any other equitable method determined by the “Automatic Conversion Price”)Trustee in its sole discretion. In the event that the Automatic Conversion Date occurs on or prior to , 2007, the Company will pay the Make-Whole Interest Payment on the Automatic Conversion Date. (b) In case the Company shall desire to exercise the right to convert the Debentures, in whole or in part, pursuant to this Section 15.12, it shall fix a date on which for the Securities will be automatically converted Automatic Conversion (the “Automatic Conversion Date”), and it, or at its request (which must be received by the Trustee at least ten (10) occurs on or Business Days prior to May 10, 2010the date the Trustee is requested to give notice as described below unless a shorter period is agreed to by the Trustee), the Company will pay an Additional Interest Payment Trustee in respect the name of the Securities subject to such Automatic Conversion. (b) Unless the Company shall have theretofore called for redemption all of the outstanding Securities, the Company or, and at the written request and expense of the Company, the Trustee, shall mail or cause to be mailed to each Holder subject to give notice of such Automatic Conversion notice (the “Automatic Conversion Notice”) of an Automatic Conversion at least twenty (20) and not more than 30 days but not less than 20 thirty (30) days prior to the Automatic Conversion Date. If Date to the holders of the Debentures so to be converted at their addresses shown in the Debenture register (provided that if the Company gives shall give such noticeAutomatic Conversion Notice, it shall also deliver a copy of give such Automatic Conversion Notice Notice, and notice of the Debentures to be converted, to the Trustee. If such notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Automatic Conversion Notice to the Trustee. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for Automatic Conversion as a whole or in part shall not affect the validity of the proceedings for the Automatic Conversion of any other Security). (c) Each Automatic Conversion Notice shall statespecify: (1) the aggregate principal amount of Securities Debentures to be automatically converted, (2) the CUSIP or similar number or numbers of the Securities being automatically converted, (3) the Automatic Conversion Date, (43) that on and after said date interest thereon or on the portion thereof to be automatically converted will cease to accrue, (5) whether an Additional amount of the Make-Whole Interest Payment, if any, that shall be paid by the Company andCompany, the portion of such Make-Whole Interest Payment, if soany, whether and to what extent such Additional Interest Payment that shall be paid in cash, the portion of such Make-Whole Interest Payment, if any, that shall be paid by delivery of shares of Common Stock or as a combination of cash and Common Stock, (64) the place or places where such Securities Debentures are to be surrendered for conversionconversion and accrued and unpaid Make-Whole Interest Payment, if any, and (75) the Conversion Price then in effect. (d) If fewer than all of the Securities are to be automatically converted, the Automatic Conversion Notice shall identify the Securities to be automatically converted (including the CUSIP or similar number or numbers, if any). In case any Security is to be automatically converted in part only, the Automatic Conversion Notice shall state the portion of the principal amount thereof to be automatically converted and shall state thathas been given as above provided, on and after the Automatic Conversion Date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unconverted portion thereof will be issued. Date (e) If unless the Company opts to automatically convert less than all shall default in the payment of the Outstanding SecuritiesMake-Whole Interest Payment, the Trustee if any), interest on such Debentures so converted shall (subject cease to the applicable procedures of the Depositary) select or cause to be selected the Securities or portions thereof of the Global Securities or the Securities in certificated form to be automatically converted (in principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair accrue and appropriate. If any Security selected for partial Automatic Conversion is submitted for voluntary conversion in part after such selection and before Automatic Conversion, the portion of such Security submitted for voluntary conversion Debentures shall be deemed (so far as may be possible) no longer outstanding and the holders thereof shall have no right in respect of such Debentures except the right to be from receive the portion selected for Automatic Conversion. The Securities (or portions thereof) so selected shall be deemed duly selected for Automatic Conversion for all purposes hereof, notwithstanding that any such Security is submitted for voluntary conversion in part before the mailing of the Automatic Conversion Notice. (f) In the event of an Automatic Conversion, the Company shall issue and deliver a certificate or certificates for the number of shares of Common Stock issuable upon conversion of the Securities subject to such Automatic Conversion and, to Debentures so converted and the extent the Company elects to pay any applicable Additional Interest Payment in shares of Common Stock in respect of the Additional Make-Whole Interest Payment, if any, due on such Securities Debentures along with any cash in respect of any fractional shares of Common Stock otherwise issuable upon arising from such conversion or as provided in this Article XV. All Debentures subject to the extent the Company elects to pay any applicable Additional Interest Payment, if any, in cash, for payment to the Holder as promptly after the Automatic Conversion date, as practicable in accordance with the provisions of this Article 13, but in no event later than the close of business on the third next succeeding Business Day following such Automatic Conversion Date. (g) All Securities subject to an Automatic Conversion shall be delivered to the Trustee (subject to the applicable procedures of the Depositary in the case of Global Securities) to be canceled at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09 2.8 hereof. Upon On presentation and surrender of any Security automatically converted the Debentures as specified in part onlysaid Automatic Conversion Notice, the Company shall execute issue and shall deliver a certificate or certificates for the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense number of the Company, a new Security or Securities, of authorized denominations, in principal amount equal to the unconverted portion of the Security or Securities so presented (subject to the applicable procedures of the Depositary in the case of Global Securities). (h) Upon conversion, interest on the Securities or portion of Securities so called for Automatic Conversion shall cease to accrue and, except as provided in Section 6.06, to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the full shares of Common Stock issuable upon conversion of the Debentures so converted and cashshall pay the Make-Whole Interest Payment, if any, due on such Debentures along with any cash in respect of any fractional shares of Common Stock arising from such conversion as provided in this Article XV (which payment, if any, shall be paid no later than five (5) Business Days after the presentation and surrender of the Debentures so converted). Notwithstanding the failure to which they are entitled present and surrender the Debentures as specified in the Automatic Conversion Notice, the effective date of the conversion of any Debentures subject to any Automatic Conversion that complies with this Section 15.12 shall be the Automatic Conversion Date. (e) Notwithstanding the other provisions of this Section 15.12, in the event that on a proposed Automatic Conversion Date on or after , 2007, the conversion shall result in an Event of Default or an Event of Default shall have occurred and be continuing, the Company may not convert the Debentures pursuant to this Section 13.1415.12 and any Automatic Conversion Notice previously given pursuant to this Section 15.12 shall be of no effect. (if) If any of the foregoing provisions or other provisions of this Section 13.14 15.12 are inconsistent with applicable law at the time of such Automatic Conversion, such law shall govern.