Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note shall surrender the Note being converted to the Company at the Company's principal office, and shall give written notice to the Company at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. For purposes of this clause (a), the date when such written notice is received by the Company, together with the Note being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company at the Company's its principal office, and shall give written notice to the Company at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. For purposes of this clause (a), the The date when such written notice is received by the Company, together with the Note certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Preferred Stock shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion DateCONVERSION DATE." As promptly as practicable, but in any event within 15 days practicable after the Conversion DateDate for the Series A Preferred Stock being converted, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125.10, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: Issuance of Class A Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise its --------------------------------- principal exercise, in whole or in part, the conversion privilegeprivilege with respect to any Note, a the holder of a such Note shall surrender the Note being converted to such Note, duly endorsed, at an office or agency maintained for that purpose by the Company at pursuant to Section 10.2 (the Company's principal office"Conversion Agent"), accompanied by the funds, if any, required by the last paragraph of this Section 16.2, and shall give written notice of conversion in the form provided on the Notes (or such other notice which is acceptable to the Company at Company) to the Conversion Agent that office that such the holder of Notes elects to convert the outstanding principal balance of such Note, Note or a such portion thereofthereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Class A Common Stock which are issuable upon on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 16.8. The Each such Note surrendered for conversion shall shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Note, be duly endorsed by, or be accompanied by proper assignment thereof instruments of transfer in form satisfactory to the Company or in blank. For purposes of this clause (a)duly executed by, the date when holder of Notes or his or her duly authorized attorney. The Holder of such written notice is received by Notes will not be required to pay any tax or duty which may be payable in respect of the Companyissue or delivery of shares of Class A Common Stock on conversion, together with but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the Note being convertedissue or delivery of shares of Class A Common Stock in a name other than the same name as the registration of such Note. Subject to Section 16.3, shall be the "Conversion Date." As as promptly as practicable, but in any event within 15 days practicable after satisfaction of the Conversion Daterequirements for conversion set forth above, the Company shall issue and shall deliver to such holder at the holder of office or agency maintained by the Note being convertedCompany for such purpose pursuant to Section 10.2, or on its written order, such a certificate or certificates as it may request for the number of whole full shares of Class A Common Stock issuable upon the conversion of such Note or portion thereof in accordance with the provisions of this Article IIIXVI. Certificates representing shares of Class A Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Note of a denomination of an integral multiple greater than $25 is surrendered for partial conversion, and subject to Section 3.3, the number Company shall execute, and the Trustee shall authenticate and deliver to the holder of whole shares the Note so surrendered, without charge to him or her, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversionsurrendered Note. Such Each conversion shall be deemed to have been made immediately prior effected as to the close of business any such Note (or portion thereof) on the Conversion Datedate on which the requirements set forth above in this Section 16.2 have been satisfied as to such Note (or portion thereof), and at such time the rights of the holder as holder of a Note shall cease and the Person or Persons person in whose name or names any certificate or certificates for shares of Class A Common Stock shall be are issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company's stock transfer books are 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 Note is surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on any Regular Record Date for any interest payment through the opening of business on the corresponding Interest Payment Date shall (unless such Note or portion thereof being converted has been called for redemption pursuant to a notice of redemption mailed by the Company to the holders in accordance with the provisions of Section 11.4) after such Regular Record Date and before such Interest Payment Date be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest and liquidated damages, if any, otherwise payable on such Interest Payment Date on the principal amount being converted; provided however, that no such payment need be made if there exists at the time of conversion a default in the payment of interest or liquidated damages, if applicable, on the Notes. An amount equal to such payment (or the interest payment due, as the case may be) shall be paid by the Company on such Interest Payment Date to the holder of such Note at the close of business on such Record Date; provided, however, that if the Company defaults in the payment of interest or liquidated damages, if applicable, on such Interest Payment Date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 16.2, no adjustment shall be made for interest and liquidated damages, if any, accrued on any Note converted or for dividends on any shares of Class A Common Stock represented therebyissued upon the conversion of such Note as provided in this Article XVI.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate(s) representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates certificate(s) for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate(s) for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate(s) representing the shares of Series A Preferred Stock being converted, shall be the "“Conversion Date." ”. As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates certificate(s) as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders holder(s) of record of the shares of Common Stock represented thereby. In the event some but not all of the shares of Series A Preferred Stock represented by a certificate(s) surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Series A Preferred Stock which were not converted.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Preferred Shares shall surrender the Note certificate or certificates representing the Preferred Shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office least 10 days prior to the date the holder desires to convert to the effect that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. If such certificates are to be issued in the names of persons other than the original holder of the Preferred Shares, the holder of the Preferred Shares to be converted shall pay all applicable transfer taxes in connection with the issuance of the shares of Common Stock upon such conversion. The Note certificate or certificates for the Preferred Shares surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the Preferred Shares being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note Preferred Shares being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note Preferred Shares in accordance with the provisions of this Article IIISection VI, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note rounded up to and including the Conversion Date, any property or securities issuable upon conversion nearest whole share as provided in Section 3.07 and cash, as provided in Section 3.12VI(g), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted Preferred Shares shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal a conversion privilege, a holder of a Note Series C Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that the office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the The certificate or certificates for shares of Common Series C Preferred Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be is the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series C Preferred Stock being converted, or on its written order, converted (i) such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series C Preferred Stock in accordance with the provisions of this Article IIISection 5, (ii) cash in the number of whole shares of Common Stock issuable upon the conversion amount of all accrued and unpaid interest dividends on such Note shares of Series C Preferred Stock, if any, computed up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 Date and (iii) cash, as provided in Section 3.12, 5.10 in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series C Preferred Stock shall cease and the Person person or Persons person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To In order to exercise its --------------------------------- principal the conversion privilege, a the holder of a Note shall any share of Series B1/B2/B3/B4 Preferred Stock shall, if such Holder’s shares are certificated, surrender the Note being converted certificate evidencing such share of Series B1/B2/B3/B4 Preferred Stock, duly endorsed or assigned to the Company Corporation in blank, at any office or agency of the Company's principal officeCorporation maintained for such purpose, and shall give accompanied by written notice (a “Conversion Notice”) to the Company Corporation at such office or agency that office that such the holder elects to convert such Series B1/B2/B3/B4 Preferred Stock or, if less than the outstanding principal balance of such Noteentire amount thereof is to be converted, or a the portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blankbe converted. For purposes of this clause (a), the date when such written notice is received by the Company, together with the Note being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Series B1/B2/B3/B4 Preferred Stock issuable upon the conversion of such Note in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made converted immediately prior to the close of business on the date (the “Conversion Date”) of surrender of such shares of Series B1/B2/B3/B4 Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder Holder as holder of a Note Holder shall cease cease, and the Person person or Persons in whose name persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series B1/B2/B3/B4 Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion (or a notice of such issuance if uncertificated shares are issued). In the case of any certificate evidencing shares of Series B1/B2/B3/B4 Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series B1/B2/B3/B4 Preferred Stock represented therebythat are not converted (or a notice of such issuance if uncertificated shares are issued).

Exercise of Conversion Privilege. (a) Principal: To In order to exercise its --------------------------------- principal the conversion privilege, a the holder of a Note shall any share of Series 1/2/3 Preferred Stock shall, if such Holder’s shares are certificated, surrender the Note being converted certificate evidencing such share of Series 1/2/3 Preferred Stock, duly endorsed or assigned to the Company Corporation in blank, at any office or agency of the Company's principal officeCorporation maintained for such purpose, and shall give accompanied by written notice (a “Conversion Notice”) to the Company Corporation at such office or agency that office that such the holder elects to convert such Series 1/2/3 Preferred Stock or, if less than the outstanding principal balance of such Noteentire amount thereof is to be converted, or a the portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blankbe converted. For purposes of this clause (a), the date when such written notice is received by the Company, together with the Note being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Series 1/2/3 Preferred Stock issuable upon the conversion of such Note in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made converted immediately prior to the close of business on the date (the “Conversion Date”) of surrender of such shares of Series 1/2/3 Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder Holder as holder of a Note Holder shall cease cease, and the Person person or Persons in whose name persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series 1/2/3 Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion (or a notice of such issuance if uncertificated shares are issued). In the case of any certificate evidencing shares of Series 1/2/3 Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series 1/2/3 Preferred Stock represented therebythat are not converted (or a notice of such issuance if uncertificated shares are issued).

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article IIISection A5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12A5.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal his conversion -------------------------------- privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company at the Company's its principal office, and shall give written notice to the Company at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. For purposes of this clause (a), the The date when such written notice is received by the Company, together with the Note certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article IIISection 5, cash in the number amount of whole all unpaid dividends on such shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note Series A Preferred Stock, up to and including the Conversion Date, any property or securities issuable upon unless conversion as provided in Section 3.07 of such unpaid dividends into Common Stock has been elected, and cash, as provided in Section 3.125(k), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate(s) representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give accompanied by written notice to the Company Corporation at that office that such holder stockholder elects to convert the outstanding principal balance of such Note, or shares (a portion thereof"Conversion Notice"). Such notice The Conversion Notice also shall also state the name or names (with address or addressesname(s) and address(es) in which the certificate or certificates certificate(s) for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate(s) for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice the Conversion Notice is received by the Company, Corporation together with the Note certificate(s) representing the shares of Series A Preferred Stock being converted, converted shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates certificate(s) as it may request for of the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 5 and cash, as provided in Section 3.125(h), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as a holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders holder(s) of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock or Preferred Stock, as applicable, issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock or Preferred Stock, as applicable, issuable upon the conversion of such Note shares of Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock or Preferred Stock, as applicable, shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock or Preferred Stock, as applicable, represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series C Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series C Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series C Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series C Preferred Stock in accordance with the provisions of this Article IIISection C5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12C5.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series C Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series B Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series B Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole or fractional shares of Common Stock issuable upon the conversion of such Note shares of Series B Preferred Stock in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion5. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, Date and at such time the rights of the holder as holder of a Note the converted shares of Series B Preferred Stock shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Corporation shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Series B Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series A Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Class A Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Class A Common Stock issuable upon the conversion of such Note shares of Series A Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125(k), in respect of any fraction of a share of Class A Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series A Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of a Note Series B Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series B Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series B Preferred Stock in accordance with the provisions of this Article IIISection 5, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.125.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series B Preferred Stock shall cease and the Person or Persons person(s) in whose name or names name(s) any certificate or certificates certificates(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal his conversion -------------------------------- privilege, a holder of a Note Series C Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company at the Company's its principal office, and shall give written notice to the Company at that such office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note certificate or certificates for shares of Series C Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. For purposes of this clause (a), the The date when such written notice is received by the Company, together with the Note certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note shares of Series C Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series C Preferred Stock in accordance with the provisions of this Article IIISection 5, cash in the number amount of whole all declared but unpaid dividends on such shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note Series C Preferred Stock, up to and including the Conversion Date, any property or securities issuable upon unless conversion as provided in Section 3.07 of such declared but unpaid dividends into Common Stock has been elected, and cash, as provided in Section 3.125(k), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series C Preferred Stock shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal a conversion privilege, a holder of a Note Series B Preferred Stock shall surrender the Note certificate or certificates representing the shares being converted to the Company Corporation at the Company's its principal office, and shall give written notice to the Company Corporation at that the office that such holder elects to convert the outstanding principal balance of such Note, or a portion thereofshares. Such notice shall also state the name or names (with address or addresses) in which the The certificate or certificates for shares of Common Series B Preferred Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. For purposes of this clause (a), the The date when such written notice is received by the CompanyCorporation, together with the Note certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be is the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the Note shares of Series B Preferred Stock being converted, or on its written order, converted (i) such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such Note shares of Series B Preferred Stock in accordance with the provisions of this Article IIISection 5, (ii) cash in the number of whole shares of Common Stock issuable upon the conversion amount of all accrued and unpaid interest dividends on such Note shares of Series B Preferred Stock, if any, computed up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 Date and (iii) cash, as provided in Section 3.12, 5.10 in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note the converted shares of Series B Preferred Stock shall cease and the Person person or Persons person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

Exercise of Conversion Privilege. (a) Principal: To In order to exercise its --------------------------------- principal the conversion privilege, a the holder of a Note any share of Series D Preferred Stock shall surrender the Note being converted certificate evidencing such share of Series D Preferred Stock, duly endorsed or assigned to the Company in blank, at any office or agency of the Company's principal officeCompany maintained for such purpose, and shall give accompanied by written notice to the Company at such office or agency that office that such the holder elects to convert such Series D Preferred Stock or, if less than the outstanding principal balance entire amount thereof is to be converted, the portion thereof to be converted. Series D Preferred Stock shall be deemed to have been converted immediately prior to the close of business on the date (the "Conversion Date") of surrender of such Note, or a portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Series D Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder of such shares of Series D Preferred Stock as a holder shall cease, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be issuedtreated for all purposes as the record holder or holders of such Common Stock as and after such time. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. For purposes of this clause (a), the date when such written notice is received by the Company, together with the Note being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days practicable on or after the Conversion Date, the Company shall issue and shall deliver to the holder at any office or agency of the Note being converted, or on its written order, such Company maintained for the surrender of Series D Preferred Stock a certificate or certificates as it may request for the number of whole full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such Note in accordance with the provisions any fraction of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and casha share, as provided in Section 3.12, in respect 7(c). In the case of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of a Note shall cease and the Person or Persons in whose name or names any certificate or certificates for evidencing shares of Common Series D Preferred Stock shall be issuable which is converted in part only, upon such conversion the Company shall be deemed to have become execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series D Preferred Stock represented therebythat are not converted.

Exercise of Conversion Privilege. (a) Principal: To In order to exercise its --------------------------------- principal the conversion privilege, a the holder of a Note any share of Series B Preferred Stock shall surrender the Note being converted certificate evidencing such share of Series B Preferred Stock, duly endorsed or assigned to the Company Corporation in blank, at any office or agency of the Company's principal officeCorporation maintained for such purpose, and shall give accompanied by written notice to the Company Corporation at such office or agency that office that such the holder elects to convert such Series B Preferred Stock or, if less than the outstanding principal balance of such Noteentire amount thereof is to be converted, or a the portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blankbe converted. For purposes of this clause (a), the date when such written notice is received by the Company, together with the Note being converted, shall be the "Conversion Date." As promptly as practicable, but in any event within 15 days after the Conversion Date, the Company shall issue and shall deliver to the holder of the Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Series B Preferred Stock issuable upon the conversion of such Note in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 3.07 and cash, as provided in Section 3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been made converted immediately prior to the close of business on the date (the "Conversion Date") of surrender of such shares of Series B Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder of such shares of Series B Preferred Stock as a holder of a Note shall cease cease, and the Person person or Persons in whose name persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series B Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 6(b). In the case of any certificate evidencing shares of Series B Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series B Preferred Stock represented therebythat are not converted.