Common use of Conversion of Depositary Shares Clause in Contracts

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted), into shares of Common Stock upon the same terms and conditions as the Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Preferred Stock divided by 100. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Preferred Stock, such holder shall deliver to the Depositary or the Depositary's Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "Dividend Payment Date"), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence shall have been satisfied (the "Conversion Date"). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Preferred Stock, as set forth in the Certificate of Incorporation and Certificate of Designation. (c) No fractional shares of Common Stock will be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company in respect of dividends which, on the Conversion Date, have accrued on the shares of Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Upon the occurrence of a Change of Control (as defined in the Certificate of Designations), the Depositary Shares held by any holder Holder of a Receipt or Receipts may, at the option of such holderHolder, be converted, in whole, whole or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series A Preferred Stock (unless, prior to the Change of Control Conversion Date (as defined in the Certificate of Designations), the Corporation has provided or provides irrevocable notice of its election to redeem the Series A Preferred Stock, in which case such Holder will only have the right with respect to Depositary Shares representing shares of Series A Preferred Stock not called for redemption (unless the Corporation defaults in the payment of the redemption price and accumulated and unpaid dividends in which case the Holder will again have the right with respect to the Depositary Shares representing shares of the Series A Preferred Stock subject to such default in payment), except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series A Preferred Stock share divided by 1001,000. Whenever a holder Holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series A Preferred Stock, such holder Holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder Holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) cash in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business in effect on the date on which the requirements specified Change of Control Conversion Date (as defined in the preceding sentence shall have been satisfied Certificate of Designations) (the "“Conversion Date"”). (b) If a holder Holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder Holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate (or book-entry, for shares held in electronic form) for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series A Preferred Stock, as set forth in the Restated Certificate of Incorporation and (including the Certificate of DesignationDesignations). (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number Corporation shall pay the cash value of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole sharesuch fractional shares. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series A Preferred Stock converted shall cease to accrue, all rights of the holders Holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined in the Certificate of Designations)) into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders Holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series A Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, or from time to time in part (but only in lots of 100 ten Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted), into shares of Common Stock upon the same terms and conditions as the Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Preferred Stock divided by 100ten. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Preferred Stock, such holder shall deliver to the Depositary or any of the Depositary's Agent Agents the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "Dividend Payment Date"), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder Record Holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence shall have been satisfied (the "Conversion Date"). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Preferred Stock, as set forth in the Certificate of Incorporation and Certificate of Designation. (c) No fractional shares of Common Stock will be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company in respect of dividends which, on the Conversion Date, have accrued on the shares of Preferred Stock to be converted and have not theretofore been paid).the

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder Holder of a Receipt or Receipts may, at the option of such holderHolder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series B Convertible Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series B Convertible Preferred Stock share divided by 100. Whenever a holder Holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series B Convertible Preferred Stock, such holder Holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder Holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company Corporation has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence above shall have been satisfied (the "“Conversion Date"”). (b) If a holder Holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder Holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with with, upon request by such Holder, a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series B Convertible Preferred Stock, as set forth in the Certificate Articles of Incorporation and Certificate the Articles of DesignationAmendment. (c) Any Holder of a Receipt may only submit such Holder’s Depositary Shares for conversion into Common Stock in lots of 100 Depositary Shares. No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series B Convertible Preferred Stock converted shall cease to accrue, all rights of the holders Holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders Holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series B Convertible Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Upon the occurrence of a Change of Control (as defined in the Certificate of Designation), the Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, whole or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series C Preferred Stock (unless, prior to the Change of Control Conversion Date (as defined in the Certificate of Designation), the Corporation has provided or provides irrevocable notice of its election to redeem the Series C Preferred Stock, in which case such holder will only have the right with respect to Depositary Shares representing shares of Series C Preferred Stock not called for redemption (unless the Corporation defaults in the payment of the redemption price and accumulated and unpaid dividends in which case the holder will again have the right with respect to the Depositary Shares representing shares of Series C Preferred Stock subject to such default in payment), except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series C Preferred Stock share divided by 1001,000. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series C Preferred Stock, such holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) cash in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified Change of Control Conversion Date (as defined in the preceding sentence shall have been satisfied Certificate of Designation) (the "“Conversion Date"”). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate (or book-entry, for shares held in electronic form) for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series C Preferred Stock, as set forth in the Restated Certificate of Incorporation and (including the Certificate of Designation). (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number Corporation shall pay the cash value of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole sharesuch fractional shares. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series C Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock (or equivalent Alternative Conversion Consideration, as defined in the Certificate of Designation) into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series C Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series A Convertible Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series A Convertible Preferred Stock share divided by 100. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series A Convertible Preferred Stock, such holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company Corporation has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence above shall have been satisfied (the "“Conversion Date"”). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series A Convertible Preferred Stock, as set forth in the Certificate Articles of Incorporation and Certificate the Articles of DesignationAmendment. (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series A Convertible Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series A Convertible Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Upon the occurrence of a Change of Control (as defined in the Certificate of Designation), the Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, whole or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series D Preferred Stock (unless, prior to the Change of Control Conversion Date (as defined in the Certificate of Designation), the Corporation has provided or provides irrevocable notice of its election to redeem the Series D Preferred Stock, in which case such holder will only have the right with respect to Depositary Shares representing shares of Series D Preferred Stock not called for redemption (unless the Corporation defaults in the payment of the redemption price and accumulated and unpaid dividends in which case the holder will again have the right with respect to the Depositary Shares representing shares of Series D Preferred Stock subject to such default in payment), except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series D Preferred Stock share divided by 1001,000. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series D Preferred Stock, such holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) cash in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified Change of Control Conversion Date (as defined in the preceding sentence shall have been satisfied Certificate of Designation) (the "“Conversion Date"”). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate (or book-entry, for shares held in electronic form) for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series D Preferred Stock, as set forth in the Restated Certificate of Incorporation and (including the Certificate of Designation). (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number Corporation shall pay the cash value of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole sharesuch fractional shares. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series D Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock (or equivalent Alternative Conversion Consideration, as defined in the Certificate of Designation) into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series D Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then than all the Depositary Shares held by such holder are being converted), into shares of Common Stock upon the same terms and conditions as the Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Preferred Stock divided by 100. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Preferred Stock, such holder shall deliver to the Depositary or the Depositary's Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "Dividend Payment Date"), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence shall have been satisfied (the "Conversion Date"). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Preferred Stock, as set forth in the Certificate of Incorporation and Certificate of Designation. (c) No fractional shares of Common Stock will be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company in respect of dividends which, on the Conversion Date, have accrued on the shares of Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Preferred StockShares, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one Preferred share of Preferred Stock divided by 10010. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Preferred StockShares, such holder shall deliver to the Depositary or the Depositary's Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "Dividend Payment Date"), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence shall have been satisfied (the "Conversion Date"). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Preferred StockShares, as set forth in the Certificate Articles of Incorporation and Certificate of DesignationDesignating Amendment. (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Preferred Stock Shares converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company in respect of dividends which, on the Conversion Date, have accrued on the shares of Preferred Stock Shares to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder of a Receipt or Receipts may, at the option of such holder, be converted, in whole, whole or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series E Preferred Stock (unless, prior to the Conversion Date (as defined in the Certificate of Designation), the Corporation has provided or provides irrevocable notice of its election to redeem the Series E Preferred Stock, in which case such holder will only have the right with respect to Depositary Shares representing shares of Series E Preferred Stock not called for redemption (unless the Corporation defaults in the payment of the redemption price and accumulated and unpaid dividends in which case the holder will again have the right with respect to the Depositary Shares representing shares of Series E Preferred Stock subject to such default in payment)), except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series E Preferred Stock share divided by 1001,000. Whenever a holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series E Preferred Stock, such holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company has chosen to pay the dividend) cash in an amount equal to the dividend payable on the Dividend Payment Date. In addition, unless such the Depositary Shares have been called for redemption on held by any holder of a Redemption Date occurring during Receipt or Receipts shall, at the period from option of the close Corporation, be converted, in whole or in part, into shares of business on such record date until Common Stock upon the close same terms and conditions as the Series E Preferred Stock, except that the number of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to shares of Common Stock received upon conversion of each Depositary Shares called for redemption on a date during the period from the close of business on such record date Share will be equal to the close number of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder shares of such Depositary Shares on such record date, notwithstanding the Common Stock received upon conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Sharesone Series E Preferred Stock share divided by 1,000. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified Conversion Date (as defined in the preceding sentence shall have been satisfied Certificate of Designation) (the "“Conversion Date"”). (b) If a holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a ReceiptReceipt are converted, the Depositary will deliver to the holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with a certificate (or book-entry, for shares held in electronic form) for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series E Preferred Stock, as set forth in the Restated Certificate of Incorporation and Incorporation, as amended (including the Certificate of Designation). (c) No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number Corporation shall pay the cash value of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole sharesuch fractional shares. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series E Preferred Stock converted shall cease to accrue, all rights of the holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock (or equivalent Alternative Conversion Consideration, as defined in the Certificate of Designation) into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series E Preferred Stock to be converted and have not theretofore been paid).

Conversion of Depositary Shares. (a) The Depositary Shares held by any holder Holder of a Receipt or Receipts may, at the option of such holderHolder, be converted, in whole, or from time to time in part (but only in lots of 100 Depositary Shares or integral multiples thereof if less then all the Depositary Shares held by such holder are being converted)part, into shares of Common Stock upon the same terms and conditions as the Series A Convertible Preferred Stock, except that the number of shares of Common Stock received upon conversion of each Depositary Share will be equal to the number of shares of Common Stock received upon conversion of one share of Series A Convertible Preferred Stock share divided by 100. Whenever a holder Holder of a Receipt or Receipts shall elect to convert the Depositary Shares represented by such Receipt or Receipts into shares of Common Stock pursuant to the terms of the Series A Convertible Preferred Stock, such holder Holder shall deliver to the Depositary or the Depositary's ’s Agent the Receipt or Receipts evidencing the Depositary Shares to be converted, together with a written notice of conversion and an assignment of the Receipt or Receipts to the Company Corporation or in blank, in form reasonably acceptable to the Depositary. In addition, if such holder Holder surrenders such Depositary Shares for conversion during the period from the close of business on any record date fixed pursuant to Section 4.4 for the payment of dividends until the opening of business of the dividend payment date corresponding to such record date (the "“Dividend Payment Date"”), such Receipt or Receipts shall be accompanied by a payment in cash, Common Stock or a combination thereof (depending on the method of payment that the Company Corporation has chosen to pay the dividend) in an amount equal to the dividend payable on the Dividend Payment Date, unless such Depositary Shares have been called for redemption on a Redemption Date occurring during the period from the close of business on such record date until the close of business on the business day immediately following the Dividend Payment Date. The dividend payment with respect to Depositary Shares called for redemption on a date during the period from the close of business on such record date to the close of business on the business day immediately following the Dividend Payment Date will be payable on the Dividend Payment Date to the record holder of such Depositary Shares on such record date, notwithstanding the conversion of such Depositary Shares after such record date and prior to the Dividend Payment Date, and the holder converting such Depositary Shares need not include a payment of such dividend amount upon surrender of such Depositary Shares. Each conversion of Depositary Shares shall be deemed to have been effected immediately before the close of business on the date on which the requirements specified in the preceding sentence above shall have been satisfied (the "“Conversion Date"”). (b) If a holder Holder of a Receipt elects to convert less than all of the Depositary Shares evidenced by a Receipt, the Depositary will deliver to the holder Holder of the Receipt upon its surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not converted, together with with, upon request by such Holder, a certificate for the shares of Common Stock issued upon conversion. The foregoing shall further be subject to the terms and conditions of the Series A Convertible Preferred Stock, as set forth in the Certificate of Incorporation and (including the Certificate of DesignationDesignations). (c) Any Holder of a Receipt may only submit such Holder’s Depositary Shares for conversion into Common Stock in lots of 100 Depositary Shares. No fractional shares of Common Stock will shall be issued upon conversion of Depositary Shares. If such conversion would otherwise result in a fractional share of Common Stock being issued, the number of shares of Common Stock to be issued upon conversion shall be rounded up to the nearest whole share. (d) From and after the Conversion Date, the Depositary Shares being converted shall be deemed no longer to be outstanding, all dividends in respect of the shares of Series A Convertible Preferred Stock converted shall cease to accrue, all rights of the holders Holders of Receipts evidencing such Depositary Shares shall, to the extent of such Depositary Shares, cease and terminate, except the right to receive shares of Common Stock into which the Depositary Shares have been converted and the right to receive any money or other property to which the holders Holders of such Receipts were entitled upon conversion (including all amounts, if any, paid by the Company Corporation in respect of dividends which, on the Conversion Date, have accrued on the shares of Series A Convertible Preferred Stock to be converted and have not theretofore been paid).