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 (i) In order to exercise the conversion privilege, the holder of this Debenture into shares any Series A Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of Common the transfer agent for the Series A Preferred Stock (or if no transfer agent is at the time appointed, then the Company at its principal office), and shall be effected by the delivery of give written notice and surrender of this Debenture by the Payees to the Payors stating Company at such office that such Payees desire the holder elects to convert the Conversion Amount into the Series A Preferred Stock represented by such certificates, or any number of shares of the class into which such shares may be converted (the "Converted Securities")thereof. Such notice shall also state the name or names (with addressesaddress) 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 shares of Common Stock which shall be issued upon issuable on such conversion shall be deemed issued, subject to have become the holder or holders of record any restriction on transfer relating to shares of the Converted SecuritiesSeries A Preferred Stock or shares of Common Stock upon conversion thereof. Upon issuance If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly authorized in writing. The "Conversion Date" for any such conversion shall be the date of receipt by the transfer agent (or by the Company if the Company serves as its own transfer agent) of the certificates and notice of conversion. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the Company shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in paragraph (ii) of this Section 47(c) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (ii) The Company shall not issue fractions of shares of Common Stock upon conversion of Series A Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this paragraph (ii), be issuable upon conversion of any Series A Preferred Stock, the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such Converted Securities shall be deemed fraction, calculated to the nearest one- thousandth (1/1000) of a share, to be duly authorizedcomputed (1) if the Common Stock is listed on any national securities exchange on the basis of the last closing price of the Common Stock on such exchange (or the quoted closing bid price if there shall have been no sales) on the Conversion Date, validly issuedor (2) if the Common Stock shall not be listed, fully paid on the basis of the last reported sale price of the Common Stock as reported by NASDAQ, or its successor, on the Conversion Date and non-assessableif there is not such a last reported sale price, with no personal liability attaching to on the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action basis of the fair market value per share as determined by the Board of Directors of the Company. The . (iii) From and after the Initial Issuance Date, the Company shall take at all times when the Series A Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series A Preferred Stock, such actions number of its duly authorized shares of Common Stock as may shall from time to time be necessary sufficient to assure that effect the conversion of all such shares may be so issued without violation outstanding Series A Preferred Stock. For the purposes 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 statement, "Initial Issuance Date" shall mean October 24, 1997.

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 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 (a) In the delivery of written notice and surrender of this Debenture by event that the Payees to the Payors stating that such Payees desire Holder elects to convert this Convertible Note into Common Shares, the Conversion Amount into the number Holder shall give notice of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name election by telecopying or names (with addresses) in which the Converted Securities are to be issued delivering an executed and shall include instructions for the delivery thereof. A Payee may make any such completed notice of conversion conditional upon in substantially the happening form of any event or Exhibit A hereto (appropriately completed) (a “Notice of Conversion”) to the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion Borrower at least five (5) Business Days 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 proposed date of conversion (each, a "the “Conversion Payment Date")”) and such Notice of Conversion shall identify the Converted Amount, the Company will issue, deliver Conversion Date and the Fixed Conversion Price. Each date on which a Notice of Conversion is delivered or pay telecopied to the Borrower and deemed effectively received by the Borrower 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 provisions of fractional shares of Common Stock, as determined pursuant to Section 8.3 shall be deemed a “Notice Date”. The Holder shall surrender 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, Convertible Note to the extent permitted Borrower together with the Notice of Conversion on each Notice Date and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and other amounts due, accrued, payable or owing as entered in its records and shall provide written notice thereof to the Borrower within one (1) Business Day of the Conversion Date. Pursuant to the terms of a Notice of Conversion, the Borrower will issue instructions to its transfer agent accompanied by Lawan opinion of counsel (if required) no later than three (3) Business Days after the Notice Date and shall use its best efforts to have the transfer agent deliver certificates representing the Conversion Shares to or to the order of the Holder no later than three (3) Business Days after the Conversion Date, together with 1. In the case of the exercise of the conversion rights set forth herein, the conversion rights 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 exercised 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 Shares issuable upon such conversion shall be deemed to have become been issued upon the holder or holders of record Conversion Date. On the Conversion Date, the Holder shall deliver this Convertible Note to the Borrower for cancellation and, if a part only of the Principal Amount is converted on such Conversion Date, the Borrower shall issue a new Convertible Note evidencing the remaining Principal Amount outstanding. The Holder shall be treated for all purposes as the record holder of the Conversion Shares from and after the Conversion Date, unless the Holder provides the Borrower written instructions to the contrary. (b) The number of Conversion Shares to be issued upon each conversion of this Convertible Note shall be determined by dividing the Converted Securities. Upon Amount by the Fixed Conversion Price rounded down to the nearest whole share. (c) The Borrower shall assume and pay all reasonable expenses incurred in connection with the issuance of shares in accordance with this Section 4the Conversion Shares, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to including any legal fees resulting from 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 immediatelyconversion.

Conversion Mechanics. Each conversion of this Debenture (A) To convert a Note or Notes (or any portion thereof) into shares of Common Stock shall be effected by pursuant to this Section 9.1, the delivery Noteholder must surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any registrar for the Notes, and give written notice and surrender of this Debenture by the Payees to the Payors stating that such Payees desire Company at its principal corporate office of the election to convert such Note or Notes (or any portion thereof) and, if desired, the Conversion Amount into name of such Noteholder's nominee in which the certificates for Common Stock issued upon such conversion are to be issued. The Company shall, as soon as practicable after such surrender but in any event within two Business Days, issue and deliver at such office to such Noteholder, or to the nominee or nominees of such Noteholder, a certificate or certificates for the number of shares of the class into Common Stock to which such shares may be converted (the "Converted Securities")Noteholder is entitled as a result of such conversion. 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 immediately prior to the close of business on the date on which of such debenture surrender of the Note or debentures Notes (or any portion thereof) to be converted, if the conversion is made pursuant to Section 9.1(i), or at the time of such conversion specified in Section 9.1(ii), if the conversion is effected under Section 9.1(ii), all rights of the Noteholder shall cease at such time, and the Person(s) in whose name(s) the certificates for such shares of Common Stock are to be issued shall be treated for all purposes as having become the record holder(s) thereof at such time. (B) In the event of a conversion pursuant to Section 9.1(ii), the outstanding Notes shall be converted without any further action by the Noteholders or any other Person and whether or not the certificates representing such Notes are surrendered to the Company; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such Notes are either delivered to the Company, as provided below, or the Noteholder notifies the Company that such certificates have been surrendered lost, stolen, or destroyed and such notice shall have been received by executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such conversion of Notes, the Noteholders shall surrender the certificates representing such Notes at the office of the Company or provide an indemnity agreement as described above. Thereupon, there shall be issued and becomes effective delivered to such Noteholder promptly at such office and in its name as shown on such surrendered certificate or certificates (or as contemplated by its terms (eachsuch indemnity agreement), 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 number of shares of Common Stock into which its Notes surrendered were convertible on the date on which such conversion occurred, and any unpaid interest shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares paid in accordance with this the provisions of 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 immediately9.1(iv).

Conversion Mechanics. Each (i) In order to exercise the conversion privilege, the holder of this Debenture into shares any Series A Preferred Stock to be converted shall surrender his or its certificate or certificates therefor to the principal office of Common the transfer agent for the Series A Preferred Stock (or if no transfer agent is at the time appointed, then the Company at its principal office), and shall be effected by the delivery of give written notice and surrender of this Debenture by the Payees to the Payors stating Company at such office that such Payees desire the holder elects to convert the Conversion Amount into the Series A Preferred Stock represented by such certificates, or any number of shares of the class into which such shares may be converted (the "Converted Securities")thereof. Such notice shall also state the name or names (with addressesaddress) 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 shares of Common Stock which shall be issued upon issuable on such conversion shall be deemed issued, subject to have become the holder or holders of record any restriction on transfer relating to shares of the Converted SecuritiesSeries A Preferred Stock or shares of Common Stock upon conversion thereof. Upon issuance If so required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Company, duly authorized in writing. The "Conversion Date" for any such conversion shall be the date of receipt by the transfer agent (or by the Company if the Company serves as its own transfer agent) of the certificates and notice of conversion. As soon as practicable after receipt of such notice and the surrender of the certificate or certificates for Series A Preferred Stock as aforesaid, the Company shall cause to be issued and delivered at such office to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in paragraph (ii) of this Section 47(c) in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion. (ii) The Company shall not issue fractions of shares of Common Stock upon conversion of Series A Preferred Stock or scrip in lieu thereof. If any fraction of a share of Common Stock would, except for the provisions of this paragraph (ii), be issuable upon conversion of any Series A Preferred Stock, the Company shall in lieu thereof pay to the person entitled thereto an amount in cash equal to the current value of such Converted Securities shall be deemed fraction, calculated to the nearest one-thousandth (1/1000) of a share, to be duly authorizedcomputed (1) if the Common Stock is listed on any national securities exchange on the basis of the last closing price of the Common Stock on such exchange (or the quoted closing bid price if there shall have been no sales) on the Conversion Date, validly issuedor (2) if the Common Stock shall not be listed, fully paid on the basis of the last reported sale price of the Common Stock as reported by NASDAQ, or its successor, on the Conversion Date and non-assessableif there is not such a last reported sale price, with no personal liability attaching to on the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action basis of the fair market value per share as determined by the Board of Directors of the Company. The . (iii) From and after the Initial Issuance Date, the Company shall take at all times when the Series A Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series A Preferred Stock, such actions number of its duly authorized shares of Common Stock as may shall from time to time be necessary sufficient to assure that effect the conversion of all such shares may be so issued without violation outstanding Series A Preferred Stock. For the purposes 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 statement, "Initial Issuance Date" shall mean October 24, 1997.

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 (i) A 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 at 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 (eachConversion Date. Immediately upon conversion, a "Surrender Date") and at such time the rights of each Payee as such Payee the holders of Series C Preferred Stock converted on the Conversion Date shall cease with respect and the persons entitled to receive the shares of Common Stock upon the conversion of such shares of Series C Preferred Stock shall be treated for all purposes as having become the record and beneficial owners of such shares of Common Stock. (ii) As promptly as practicable after the Conversion Amount Date (and in no event more than two (2) Business Days thereafter), the person Company shall deliver or persons in whose name or names the certificate or certificates for the Converted Securities are cause to be issued delivered at the office or agency of the Conversion Agent, to, or upon such conversion shall be deemed to have become the holder or written order of, the holders of record the surrendered shares of the Converted Securities. Upon issuance Series C Preferred Stock, a notice pursuant to direct registration that a number of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessablenonassessable shares of Common Stock have been registered on the books and records of the Company, with no personal liability attaching to the ownership thereof, free of all taxes with respect to the issuance thereof to the extent provided in Section 11(A) and free from all taxes(I), liens, charges and security interests (other than liens or charges created by the holder of the Series C Preferred Stock, income and franchise taxes incurred in connection with respect thereto due the conversion of the Series C Preferred Stock or taxes in connection with any transfer occurring prior to or contemporaneously therewith) and not subject to any action preemptive rights, into which such shares of Series C Preferred Stock have been converted in accordance with the provisions of this Section 11 and any cash payable in respect of fractional shares as provided herein. On the relevant payment date following the Conversion Date, the Company shall deliver or cause to be delivered at the office or agency of the Conversion Agent, to, or upon the written order of, the holders of the surrendered shares of Series C Preferred Stock, the amount of cash or other property, if any, due in respect of dividends or other distributions on such surrendered shares, as provided in Section 11(A)(i)(y), payable, in the case of cash dividends or distributions (i) if the holder is the Trust, in immediately available funds, at such account designated by the holder or (ii) otherwise by check delivered to the holder at its address as set forth on the books and records of the Company. The . (iii) Upon the surrender of a certificate representing shares of Series C Preferred Stock that is converted in part, the Company shall take all such actions as may deliver or cause to be necessary delivered to assure the holder a notice that all such shares may be of Series C Preferred Stock equal in number to the unconverted shares of Series C Preferred Stock represented by the certificate so issued without violation surrendered have been registered on the books and records 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 immediatelythe Company.

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