Common use of Holder's Option if BSTI Cannot Fully Exchange Clause in Contracts

Holder's Option if BSTI Cannot Fully Exchange. If at any time after the Exchange Commencement Date, upon the Company's and BSTI's receipt of an Exchange Notice, BSTI does not issue shares which are registered for resale under the BSTI Registration Statement within five (5) business days of the time required for any reason or for no reason, including, without limitation, because BSTI (x) does not have a sufficient number of Conversion Shares authorized and available, (y) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over BSTI or its securities, including without limitation The Nasdaq Stock Market, Inc. from issuing all of the Conversion Shares which is to be issued to a holder of Common Stock pursuant to an Exchange Notice or (z) fails to have a sufficient number of Conversion Shares registered and eligible for resale under the BSTI Registration Statement, then BSTI shall issue as many Conversion Shares as it is able to issue in accordance with such holder's Exchange Notice and pursuant to Section 8(e) above and, with respect to the unconverted Common Stock, the holder, solely at such holder's option, can, in addition to any other remedies such holder may have hereunder, under this Agreement (including indemnification under Section 7 thereof), under the BSTI Registration Rights Agreement, at law or in equity, elect to: (i) require BSTI to redeem from such holder those shares of Conversion Stock for which BSTI is unable to issue Conversion Shares in accordance with such holder's Exchange Notice ("MANDATORY REDEMPTION") at a price per share of Common Stock (the "MANDATORY REDEMPTION PRICE") equal to $5.825 (as adjusted for stock splits or similar events of the Company; (ii) require BSTI to issue restricted shares of Common Stock in accordance with such holder's Exchange Notice and pursuant to Section 8(e) above, if BSTI's inability to fully exchange Common Stock is pursuant to its inability to deliver Conversion Shares registered pursuant to the 1933 Act; or (iii) void its Exchange Notice and retain or have returned, as the case may be, the unexchanged Common Stock that were to be exchanged pursuant to such holder's Exchange Notice.