Conversion Defaults; Adjustments to Conversion Price. The following shall constitute a "Conversion Default": (i) following the submission by a Holder of a Notice of Conversion, the Corporation fails for any reason to deliver, in accordance with the delivery instructions contained in the Notice of Conversion, on or prior to the fifth trading day following the expiration of the Delivery Period for such conversion, such number of freely tradeable shares of Common Stock to which such Holder is entitled upon such conversion or (ii) the Corporation provides notice (or otherwise indicates) to any Holder at any time of its intention not to issue freely tradeable shares of Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Notes, or (iii) the Corporation is prohibited, at any time, from issuing shares of Common Stock upon conversion of the Notes to any Holder because the -8- Corporation (a) does not have available a sufficient number of authorized and unissued shares of Common Stock or (b) if after November 30, 2000, such issuance would exceed the then unissued portion of such Holder's Cap Amount. In the case of a Conversion Default described in clause (i) above, the Fixed Conversion Price in respect of any Notes held by such Holder (including Notes submitted to the Corporation for conversion, but for which shares of Common Stock have not been issued to such Holder) shall thereafter be the lesser of (x) the Fixed Conversion Price on the date of the Conversion Default and (y) the lowest Variable Conversion Price in effect during the period beginning on, and including, such date through and including the earlier of (1) the day such shares of Common Stock are delivered to the Holder and (2) the day on which the Holder regains its rights as a Holder of the Notes with respect to such unconverted Notes pursuant to the provisions of Article X.L hereof (in either case without reference to or limitation by any Floor Price). In addition, in the case of a Conversion Default described in clause (i) above, the Corporation shall pay to such Holder an amount equal to (A) the outstanding principal amount of the Notes to be converted by such Holder multiplied by (B) .24 multiplied by (C) a fraction, the numerator of which is the number of days after such Conversion Default until the Corporation issues the number of freely tradable shares of Common Stock to which such Holder is entitled upon such conversion and the denominator of which is 365. In the case of a Conversion Default descri...
