Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on March 5, 1997 at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion price") shall be equal to the lower of (i) $9.50 per share of such Common Stock and (ii) the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (subject to the next sentence hereof). From and after the date hereof, the conversion price (including the conversion prices set forth in the first sentence of this paragraph) shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume at Price" contemplated by the first sentence of this paragraph shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after the determination of the initial conversion price (as provided for in the first sentence of this paragraph), the Company shall mail to each Holder and to the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities into Common Stock to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriate.

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security Convertible Note or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on March 5November 27, 1997 1996 at the principal amount thereof, Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Security Convertible Note or portion thereof is called for redemption, such conversion right in respect of the Security Convertible Note or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be equal to $134.08 per share. In the lower event that the Company consummates a sale or sales of any class of Capital Stock for an amount, individually or in the aggregate, in excess of $5,000,000 (ieach, a "Reset Event") $9.50 per share and at the time of such Common Stock and sale or sales, the equity valuation of the Company based upon such sale or sales (iias evidenced by a Board Resolution delivered to the Trustee) the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be is less than $8.25 per share of such Common Stock (subject to the next sentence hereof). From and after 122,500,000, then on the date hereofof the consummation of any such Reset Event (the "Reset Date"), the conversion price (including the conversion prices set forth in the first sentence of this paragraph) Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume Conversion Reset") to equal 115 percent of the price (the "Conversion Reset Price") at Price" contemplated by which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the first sentence Company of this paragraph at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after equal to or less than the determination of the initial conversion price (as provided for in the first sentence of this paragraph), the Company shall mail to each Holder and to the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities into Common Stock to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriate.102

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleArticle Thirteen, at the option of the Holder thereof, thereof any Security or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on March 5, 1997 at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 1/100th of a share) of Common Stock, Class A Shares of the Company at the conversion priceapplicable Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on April 29, 2007, subject, in the Business Day next preceding the Stated Maturity case of principalconversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemptionredemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase a Security or portion thereof, such conversion right in respect of the Security or portion so called such Security, shall expire (a) at the close of business on the Business Day next immediately preceding the applicable Redemption Date, in the case of a Security called for redemption, and (b) at the close of business on the Business Day immediately preceding the Repurchase Date, in the case of a Security tendered for repurchase, in each case unless the Company defaults in making the payment due upon redemptionredemption or repurchase, as the case may be, and in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security. The price at which shares Each Series A Exchange Note will be convertible into such number of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion price") shall be whole Class A Shares as is equal to the lower unpaid principal amount being converted of (i) such Series A Exchange Notes divided by the initial conversion price of $9.50 20.07 per share (the "Series A Conversion Price") subject to adjustment as provided in Section 1304. Each Series B Exchange Note will be convertible into such number of whole Class A Shares as is equal to the unpaid principal amount being converted of such Common Stock and (ii) Series B Exchange Notes divided by the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the initial conversion price be less than of $8.25 27.96 per share of such Common Stock (share, subject to adjustment as provided in Section 1304 (the next sentence hereof"Series B Conversion Price") (the Series A Conversion Price and the Series B Conversion Price being sometimes referred to herein as the "Conversion Price"). From and after the date hereof, the conversion price (including the conversion prices set forth in the first sentence of this paragraph) The applicable Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume at Price" contemplated by the first sentence of this paragraph shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after the determination of the initial conversion price (as provided for in the first sentence of this paragraph), the Company shall mail to each Holder and to the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities into Common Stock to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriateArticle Thirteen.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleArticle IV, at the option of the Holder thereofHolder, any Security all or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof amounts owed and outstanding under this Note may be converted at any time on or after 9:00 a.m. New York City and from time on March 5, 1997 at the principal amount thereof, or of such portion thereof, to time into fully paid and nonassessable shares of Common Stock (the "Shares"), calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, share at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at Unless and until the close occurrence of business on an Event of Default, the Business Day next preceding the Stated Maturity of principal. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company Conversion 2 Price shall be delivered upon conversion (herein called the "conversion price") shall be equal to the lower of (i) $9.50 per share of such Common Stock and (ii) the weighted average price 2.00 per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue DateStock, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (subject to the next sentence adjustment in accordance with Article 5 hereof). From and after the date hereof, the conversion price (including the conversion prices set forth in the first sentence of this paragraph) shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of an Event of Default, the Conversion Price shall be automatically adjusted to an amount equal to the lesser of (i) the Conversion Price in effect as of the date of the Event of Default and (ii) 80% of the average Market Price for the 30 trading days immediately preceding the date of the Event of Default, which amount shall be subject to further adjustment in accordance with Article 5 hereof. All amounts so converted shall be applied first to pay any event accrued and unpaid interest and second to reduce the principal amount of this Note as of the date of such conversion as if payment or prepayment in such amount has occurred, with any reduction in principal to be applied to satisfy the Company's redemption obligations under Section 2.3.2 hereof in accordance with Section 2.3.4 hereof. This right of conversion must be exercised by delivery of a type contemplated by Section 11.04 or otherwise, written notice to the Company setting forth the amount to be converted to be effective upon the Company's receipt of such notice (the "Volume at Price" contemplated by Conversion Notice"). Notwithstanding the first sentence foregoing, in the event the Company provides notice to the Holder of its intention to redeem all or any portion of the outstanding principal balance of this paragraph shall be adjusted in a manner consistent with Note pursuant to Section 11.04(i)(i) 2.3.1 hereof. Within five Business Days after the determination of the initial conversion price (as provided for in the first sentence of this paragraph), the Company shall mail to each Holder and must receive the Conversion Notice on or before the last Business Day prior to the Trustee a notice setting forth effective date of such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities into Common Stock redemption to the extent that the Holder desires to convert all or any such conversion would constitute a violation of any applicable securities laws portion of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem amount to be necessary or appropriateredeemed by the Company."

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleSection, at the option of the Holder holder thereof, any Security Convertible Debenture or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on March 5, 1997 at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of the Common StockStock of the Company, at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding twelfth anniversary of the Stated Maturity of principalIssue Date. In case a Security or portion thereof is the Convertible Debentures are called for redemption, such conversion right in respect of the Security or portion so called Convertible Debentures shall expire at the close of business on the Business Day next preceding the Redemption Date, unless (i) notice of conversion under Section 9.2 has been given prior to such time, or (ii) the Company defaults in making the payment due upon redemption. In the event any Convertible Debentures are exchanged for Fixed Rate Debentures, such conversion right shall expire upon such exchange. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion price") shall be equal to the lower of (i) initially $9.50 per share of such Common Stock and (ii) the weighted average price 33.05 per share of Common Stock for (the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (subject to the next sentence hereofCONVERSION PRICE"). From and after the date hereof, the conversion price (including the conversion prices set forth in the first sentence of this paragraph) The Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), ) through (b), (c), (d), (e), (f), (i) and (jg) of Section 11.049.4. Upon In the occurrence case of any event of a type contemplated by Section 11.04 Convertible Debenture which is converted after any Regular Record Date and on or otherwiseprior to the next succeeding Interest Payment Date (other than any Debenture whose maturity is prior to such Interest Payment Date), the "Volume at Price" contemplated by the first sentence of this paragraph interest that is due on such Interest Payment Date shall be adjusted payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in a manner consistent with Section 11.04(i)(i) hereofwhose name that Debenture is registered at the close of business on such Regular Record Date. Within five Business Days Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest which would become payable on an Interest Payment Date falling after the determination date of the initial conversion price (as provided for in the first sentence of this paragraph), the Company shall mail to each Holder and to the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities into Common Stock to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities such Debenture shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to not be necessary or appropriatepayable.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security Convertible Note or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on March 513, 1997 1998 at the principal amount thereof, Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to January 13, 2001, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after January 13, 2001, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Security Convertible Note or portion thereof is called for redemption, such conversion right in respect of the Security Convertible Note or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be equal to $10.121 per share. In the lower event that the Company consummates a sale or sales of any class of Capital Stock for an amount, individually or in the aggregate, in excess of $5,000,000 (ieach, a "Reset Event") $9.50 per share and at the time of such Common Stock and sale or sales, the equity valuation of the Company based upon such sale or sales (iias evidenced by a Board Resolution delivered to the Trustee) the weighted average price per share of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be is less than $8.25 per share of such Common Stock (subject to the next sentence hereof). From and after 122,500,000, then on the date hereofof the consummation of any such Reset Event (the "Reset Date"), the conversion price (including the conversion prices set forth in the first sentence of this paragraph) Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume Conversion Reset") to equal 115 percent of the price (the "Conversion Reset Price") at Price" contemplated by which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the first sentence Company of this paragraph at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after equal to or less than the determination of the initial conversion price (as provided for in the first sentence of this paragraph)Conversion Reset Price, the Company shall mail to each Holder and then no additional adjustment to the Trustee a notice setting forth such initial conversion priceConversion Price shall be made. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Securities Convertible Notes into Common Stock of the Company to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States States, or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock of the Company issued upon the conversion of Securities Convertible Notes shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriate.

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Articlearticle and the Plan, at the option of the Holder thereofholder hereof, any Security the holder may convert portions of the Debenture into fully paid and nonassessable shares of Series A Preferred Stock (the “Related Stock”) of the Company, at a conversion price of $1,000 per share of Related Stock according to this schedule: (i) after one year from the date of the Debenture but prior to the close of business on the Due Date (as defined in the Plan) hereof, $ or any portion of the principal amount thereof hereof which equals is $1,000 or any an integral multiple thereof may be converted at any time on or of $1,000 up to a maximum of $ ; (ii) after 9:00 a.m. New York City time on March 5, 1997 at two years from the principal amount thereof, or date of such portion thereof, into fully paid and nonassessable shares (calculated as the Debenture but prior to each conversion to the nearest 1/100 of a share) of Common Stock, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Security Due Date, an additional $ or any portion thereof is called for redemption, such conversion right in respect of the Security principal amount hereof which is $1,000 or portion so called shall expire at an integral multiple of $1,000 up to a maximum of $ ; (iii) after three years from the date of the Debenture but prior to the close of business on the Business Day next preceding Due Date hereof, an additional $ or any portion of the Redemption Dateprincipal amount hereof which is $1,000 or an integral multiple of $1,000 up to a maximum of $ ; and (iv) after four years from the date of the Debenture but prior to the close of business on the Due Date hereof, unless an additional $ or any portion of the principal amount hereof which is $1,000 or an integral multiple of $1,000 up to a maximum of $ , provided in all of the foregoing cases that the conversion privilege associated with this Debenture has not terminated or become non-exercisable pursuant to the provisions of this Debenture or Section 3.3 of the Plan. Notwithstanding the foregoing, the ability of the Debenture to be converted shall cease with respect to any portion of the Debenture that has been pledged to secure a loan while pledged or in the event the pledge of such portion of the Debenture is foreclosed on. Anything herein to the contrary notwithstanding, if at any time the Board of Directors of the Company defaults determines, in making its discretion, that the payment due listing, registration or qualification upon redemption. The price at which shares any securities exchange or under any state or federal law of Related Stock or of Common Stock into which such Related Stock is convertible, or that the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Company shall be delivered upon conversion (herein called the "conversion price") shall be equal to the lower issue of such shares, (i) $9.50 per share of the Company will in good faith and at its own expense endeavor to secure such Common Stock listing, registration, qualification, consent or approval as promptly as practicable, and (ii) the weighted average price per share conversion privilege of Common Stock for this Debenture may not be exercised in whole or in part until such listing, registration, qualification, consent or approval shall have been effected or obtained and the ten Trading Day period immediately following same shall have been free of any conditions not acceptable to the 90th day after Board of Directors. Suspension of the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall right to exercise the conversion price be less than $8.25 per share privilege shall not reduce any other rights under this Debenture. In case of any such Common Stock (subject to the next sentence hereof). From and after the date hereof, suspension of the conversion price (including the conversion prices set forth in the first sentence of this paragraph) shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume at Price" contemplated by the first sentence of this paragraph shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after the determination of the initial conversion price (as provided for in the first sentence of this paragraph)privilege, the Company shall mail to each Holder promptly notify the holder hereof of such suspension and to the Trustee a notice setting forth such initial conversion pricereason therefor. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any Upon termination of its Securities into Common Stock to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the conversion of Securities shall bear such legendssuspension, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriatepromptly notify the holder hereof of such termination.

Conversion Privilege and Conversion Price. (a) Subject to and upon compliance with the provisions of this ArticleSection 3, at the option of the Holder thereofCompany at any time and at the Company's sole discretion without regard to the price of the Common Stock (except as set forth in Section 3.1(b)) or the Conversion Price (as defined herein), any Security the Credit Facility Note or any portion of the principal amount thereof which equals is One Million Dollars ($1,000 1,000,000) or any an integral multiple thereof of One Million Dollars ($1,000,000) (a "$1,000,000 Integral Multiple") may be converted at any time on or after 9:00 a.m. New York City time on March 5, 1997 at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, Stock at the conversion price, determined as hereinafter providedConversion Price, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be equal to the lower of (i) $9.50 per share Fair Market Value of such Common Stock and (ii) the weighted average price per share as of Common Stock for the ten Trading Day period immediately following the 90th day after the Issue Date, as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the conversion price be less than $8.25 per share of such Common Stock (subject to the next sentence hereof). From and after the date hereofof issuance of the Note multiplied times 1.5, unless the conversion price (including the conversion prices set forth in the first sentence of this paragraph) Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), this Section 3. (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume at Price" contemplated by the first sentence of this paragraph shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after the determination of the initial conversion price (as provided for in the first sentence of this paragraph), the The Company shall mail to each Holder and to not have the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled option to convert any the Credit Facility Note into shares of its Securities into Common Stock to the extent that any such conversion would constitute a violation shares of any applicable securities laws of Common Stock, together with the United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued then beneficially owned by Century, would exceed 19% of the then outstanding shares of Common Stock of the Company (giving effect to such issuance upon conversion to Century). (c) Notwithstanding the foregoing, in no event shall the Company have the right to convert the Credit Facility Note to Common Stock, and any such conversion of Securities the Credit Facility Note shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with be void: (i) unless the provisions Fair Market Value (as defined below) per share of Common Stock as of the Business Day immediately preceding the date of the proposed conversion is equal to or greater than Eighty Percent (80%) of the Conversion Price; or (ii) for so long as any of the conditions specified in Section 9.9 of the Note Agreement have occurred and remain in effect. "Fair Market Value" of the Common Stock as of any date of determination means the arithmetic mean of the reported last sale price of the Common Stock regular way on each of the 20 trading days preceding such date of determination or, if no such sale takes place on any of such days, the average of the reported closing bid and asked prices regular way, in each case on the principal national securities exchange on which the security is listed or admitted to trading, or, if the security is not listed or admitted to trading on any national securities exchange, the closing sales prices, or, if there are no closing sales prices on any such days, the average of the closing bid and asked prices, in the Nasdaq Stock Market or other over-the-counter market as reported by the National Association of Securities ActDealers Automated Quotation System, or, if not so reported, the fair market value of the security as estimated by a nationally recognized investment banking firm selected by Century and acceptable to the Company in the exercise of its reasonable discretion, which estimate shall deem to be necessary or appropriateprepared at the expense of the Company.