Common use of Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Dividends Clause in Contracts

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Dividends. In order to exercise the conversion privilege with respect to any Series C Preferred Stock, the holder of any such share of Series C Preferred Stock to be converted in whole or in part shall surrender such share of Series C Preferred Stock, duly endorsed, at the principal office of the Company or with the Transfer Agent for the Common Stock, and shall give written notice of conversion in the form provided on the share of Series C Preferred Stock (or such other notice which is acceptable to the Company) to the office or agency that the holder elects to convert such shares specified in said notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued and shall be accompanied by transfer taxes, if required pursuant to Section 8.7. Each such share surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such share of Series C Preferred Stock, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder or his duly authorized attorney. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the shareholder (as if such transfer were a transfer of the shares so converted), the Company shall issue and shall deliver to such holder at the address designated in the notice of conversion, a certificate or certificates for the number of full shares issuable upon the conversion of such shares in accordance with the provisions of this Section 8 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 8. In case any certificate shall be surrendered for partial conversion, the Company shall issue and deliver to the holder of the certificate so surrendered, without charge to him, a new certificate or certificates in an aggregate share amount equal to the unconverted portion of the surrendered certificate. Each conversion shall be deemed to have been effected as to any such certificate on the date on which the requirements set forth above in this Section 8.2 have been satisfied as to such certificate, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Series C Preferred Stock shall have been surrendered.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Dividends. In order to exercise the conversion privilege with respect to any Series C Preferred StockNote in certificated form, the holder of any such share of Series C Preferred Stock to be converted in whole or in part shall surrender such share of Series C Preferred Stock, duly endorsed, Company must receive at the principal office of the Company or with the Transfer Agent for the Common Stock, and shall give written notice of conversion in the form provided on the share of Series C Preferred Stock (or such other notice which is acceptable to the Company) to the office or agency of the Company maintained for that purpose or, at the holder elects to convert option of such shares specified in said noticeholder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by the penultimate paragraph of this Section 15.02. Such notice shall also state the name or names (with addressaddress or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 8.715.07. Each such share surrendered In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion shallpursuant to the Depositary’s book-entry conversion program, unless the shares issuable on conversion are deliver, or cause to be issued delivered, by book-entry delivery an interest in the same name as the registration of such share of Series C Preferred StockGlobal Note, be duly endorsed by, or be accompanied furnish appropriate endorsements and transfer documents if required by instruments of transfer in form satisfactory to the Company duly executed byor the Trustee or conversion agent, and pay the holder or his duly authorized attorneyfunds, if any, required by this Section 15.02 and any transfer taxes if required pursuant to Section 15.07. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the shareholder Noteholder (as if such transfer were a transfer of the shares Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such holder Noteholder at the address designated in office or agency maintained by the notice of conversionCompany for such purpose pursuant to Section 5.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares Note or portion thereof as determined by the Company in accordance with the provisions of this Section 8 Article 15 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 815.03; provided that at the Company’s option the Company may issue one share of its Common Stock in lieu of paying for any fractional interest in respect of a share of Common Stock. In case any certificate Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.03, the Company shall issue execute and the Trustee shall authenticate and deliver to the holder of the certificate Note so surrendered, without charge to him, a new certificate Note or certificates Notes in authorized denominations in an aggregate share principal amount equal to the unconverted portion of the surrendered certificateNote. Each conversion shall be deemed to have been effected as to any such certificate Note (or portion thereof) on the date (the “Conversion Date”) on which the requirements set forth above in this Section 8.2 15.02 have been satisfied as to such certificateNote (or portion thereof), and the person Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price Rate in effect on the date upon which such Series C Preferred Stock Note shall have been be surrendered. Upon the conversion of an interest in a Global Note, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any conversion agent other than the Trustee.

Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Dividends. In order to exercise the conversion privilege with respect to any Series C Preferred StockNote in definitive form, the holder of any such share of Series C Preferred Stock Note to be converted in whole or in part shall surrender such share of Series C Preferred StockNote, duly endorsed, at the principal an office of or agency maintained by the Company or with the Transfer Agent for the Common Stock, pursuant to Section 5.2 and shall give written notice of conversion in the form provided on the share of Series C Preferred Stock Notes (or such other notice which is acceptable to the Company) to the office or agency that the holder elects to convert such shares Note or such portion thereof specified in said notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Common Stock which that shall be issuable on such conversion shall be issued issued, and shall be accompanied by transfer taxes, if required pursuant to Section 8.715.7. Each such share Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such share of Series C Preferred StockNote, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder or his duly authorized attorney. The date on which a Noteholder satisfies all of the foregoing requirements, or the requirements for conversion on an interest in a Global Note as set forth in the next paragraph, as applicable, is the “Conversion Date.” In order to exercise the conversion privilege with respect to any interest in the Global Note, the beneficial holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, deliver by book-entry delivery an interest in the Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent and pay any transfer taxes, if required pursuant to Section 15.7. As promptly as practicable after satisfaction of the requirements for conversion set forth above, but no later than five Business Days after the Conversion Date, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the shareholder Noteholder (as if such transfer were a transfer of the shares Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such holder at the address designated in office or agency maintained by the notice of conversionCompany for such purpose pursuant to Section 5.2, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares Note or portion thereof in accordance with the provisions of this Section 8 Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 8. In case any certificate shall be surrendered for partial conversion, the Company shall issue and deliver to the holder of the certificate so surrendered, without charge to him, a new certificate or certificates in an aggregate share amount equal to the unconverted portion of the surrendered certificate. Each conversion shall be deemed to have been effected as to any such certificate on the date on which the requirements set forth above in this Section 8.2 have been satisfied as to such certificate, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Series C Preferred Stock shall have been surrendered.