Common use of Fractional Shares; Dividends; Partial Conversion Clause in Contracts

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A Convertible Preferred Stock into Common Stock and no payment of adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate of certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion as a result of Series A Convertible Preferred Stock into Common Stock and no payment of adjustment shall be made upon any conversion on account of hereunder, and any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal holder entitled to all dividends, excluding Accruing Dividends, accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate of certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock wouldupon the date of such conversion shall be entitled, except upon surrender to the Company of the certificates presented for conversion, to receive a cash payment in an amount equal to the product obtained by multiplying the fractional interest by the Market Price of a share of Common Stock. In addition to any other rights available to the holder, if the Company fails to make timely delivery in accordance with the provisions of Section 5C above, to a holder of a certificate or certificates representing the first sentence shares of this subparagraph 6CCommon Stock into which such holder’s shares of Series Q Preferred Stock have been converted, be delivered and if within seven Business Days thereafter such holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such holder of the Common Stock which the holder anticipated receiving upon such conversionconversion (a “Buy-In”), then the Corporation, in lieu of delivering such fractional share, Company shall pay in cash to the holder surrendering (in addition to any remedies available to or elected by the holder) within five Business Days after written notice from the holder, the amount by which (i) the holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (ii) the aggregate Stated Value of the shares of Series A Convertible Q Preferred Stock for which such conversion was not timely honored, together with interest thereon at a rate of 15 percent per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if the holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an amount in cash equal attempted conversion of $10,000 of Stated Value of Series Q Preferred Stock, the Company shall be required to pay the holder $1,000, plus interest. The holder shall provide the Company written notice indicating the amounts payable to the current market price of such fractional share as determined holder in good faith by the Board of Directors respect of the CorporationBuy-In.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A a Convertible Preferred Stock into Common Stock and no payment of or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in provide don subparagraph 6B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporationcorporation, a new certificate of or certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share shares as determined in good faith by the Board of Directors of the Corporation.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A Convertible Preferred Stock into Common Stock and no payment of or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate of or certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A Convertible the Preferred Stock into Common Stock and no payment of or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. In case the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate of or certificates for the number of shares of Series A Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series the Class A Convertible Preferred Stock into Common Stock and no payment of or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, to the extent permitted by law, the Senior Debt Documents and the Subordinated Debt Documents, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, unpaid dividends declared or accrued and unpaid on the shares of Series A Convertible Preferred Stock surrendered for conversion to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. subsection 6(b). To the extent that the Corporation is either not permitted by law, the Senior Debt Documents or the Subordinated Debt Documents to pay all or any portion of such amount at the time of each conversion, it shall pay such unpaid amount as soon as it may legally do so to the person who was entitled to receive such amount at the time of such conversion. Accrued but unpaid dividends shall be prorated and paid through the Conversion Effective Date. In case the number of shares of Series Class A Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A subsection 6(a) exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holderholder thereof, at the expense of the Corporation, a new certificate of or certificates for the number of shares of Series Class A Convertible Preferred Stock of the same series represented by the certificate or certificates surrendered which that are not to be converted. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6Csubsection 6(c), be delivered deliverable upon any such conversion, the Corporation, in lieu of delivering such the fractional shareshare thereof, shall may pay to the holder surrendering the Series Class A Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share interest as determined in good faith by the Board of Directors of the CorporationCorporation if such payment is permitted by the Senior Debt Documents and the Subordinated Debt Documents.

Fractional Shares; Dividends; Partial Conversion. No fractional shares shall be issued upon conversion of Series A the principal amount of this Convertible Preferred Stock into Common Stock Debenture or any portion thereof, and no payment of or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. At the time of each conversion, the Corporation shall pay in cash an amount equal to all dividends, excluding Accruing Dividends, interest accrued and unpaid on the shares principal amount of Series A this Convertible Preferred Stock surrendered for conversion Debenture to be converted to the date upon which such conversion is deemed to take place as provided in subparagraph 6B. paragraph (c) above. In case of the number conversion of shares only a portion of Series A the unpaid principal amount of this Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 6A exceeds the number of shares convertedDebenture, the holder hereof, at its option, may require the Corporation shall, upon such conversion, to execute and deliver to the holder, at the expense of the CorporationCorporation (other than for transfer taxes, if any), upon surrender of this Convertible Debenture, a new certificate Convertible Debenture registered in the name of certificates such person or persons as may be designated by such holder for the number principal amount of shares this Convertible Debenture then remaining unpaid, dated as of Series A the date to which interest has been paid on the principal amount of this Convertible Preferred Stock represented by Debenture then remaining unpaid, or may present this Convertible Debenture to the certificate or certificates surrendered which are not to be Corporation for notation hereon of the payment of the portion of the principal amount of this Convertible Debenture so converted. If any fractional interest in a share of Common Stock would, except for the provisions of the first sentence of this subparagraph 6Cparagraph (d), be delivered deliverable upon any such conversion, the Corporation, in lieu of delivering such the fractional shareshare thereof, shall pay to the holder surrendering the Series A this Convertible Preferred Stock Debenture for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith interest multiplied by the Board of Directors of the CorporationConversion Price then in effect.