Common use of Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends Clause in Contracts

Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends. In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer for such purpose, as provided in Section 3.2 and shall deliver written notice of conversion, which shall be substantially in the Form of Election to Convert as provided for in Section 2.17, to such office or agency. The notice shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 12.6. Such notice, once given, shall be irrevocable, and may not be withdrawn. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of transfer, in form satisfactory to the Issuer, duly executed by the Holder or such Holder's duly authorized attorney, and by any payment required pursuant to this Section 12.3. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Issuer shall deliver or cause to be delivered at such office or agency to such Holder, or on such Holder's written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or portion thereof in accordance with the provisions of this 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 12.4. In case any Security of a denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Issuer shall execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Issuer and the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received by the Issuer, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall 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 Issuer shall be closed shall constitute the person in whose name the certificates are to be registered 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 Security shall have been so surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the applicable series of Securities. An amount equal to such payment shall be paid by the Issuer on such interest payment date to the Holder of such Security on such record date; provided, however, that if the Issuer shall default in the payment of interest 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, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article.

Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends. In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer for such purpose, as provided in Section 3.2 and shall deliver written notice of conversion, which shall be substantially in the Form of Election to Convert as provided for in Section 2.17, to such office or agency. The notice shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 12.611.6. Such notice, notice once given, shall be irrevocable, irrevocable and may not be withdrawn. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of transfer, in form satisfactory to the Issuer, duly executed by the Holder or such Holder's duly authorized attorney, and by any payment required pursuant to this Section 12.311.3. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Issuer shall deliver or cause to be delivered at such office or agency to such Holder, or on such Holder's written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or portion thereof in accordance with the provisions of this 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 12.411.4. In case any Security of a denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Issuer shall execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Issuer and the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received by the Issuer, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall 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 Issuer shall be closed shall constitute the person in whose name the certificates are to be registered 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 Security shall have been so surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the opening of business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the Issuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the applicable series of Securities. An amount equal to such payment shall be paid by the Issuer on such interest payment date to the Holder of such Security on such record date; provided, however, that if the Issuer shall default in the payment of interest 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, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article.

Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends. In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer Corporation for such purposepurpose in the Borough of Manhattan, The City of New York, as provided in Section 3.2 5.02 and shall deliver give written notice of conversionconversion to the Corporation at such office or agency that the holder elects to convert such Security or the portion thereof specified in said notice. The notice shall state the name or names (with address), and taxpayer identification number, in which the certificate or certificates for shares of Common Stock which shall be substantially in the Form of Election to Convert as provided for in Section 2.17deliverable on such conversion shall be registered, to such office or agency. The notice and shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 12.6. Such notice, once given, shall be irrevocable, and may not be withdrawn19.06. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of transfer, in form satisfactory to the IssuerCorporation, duly executed by the Holder holder or such Holderholder's duly authorized attorney, and by any payment required pursuant to this Section 12.319.03. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Issuer Corporation shall deliver or cause to be delivered at such office or agency to such Holderholder, or on such Holderholder's written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or portion thereof in accordance with the provisions of this 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 12.419.04. In case any Security of a denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Issuer Corporation shall execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Issuer Corporation and the Holder holder of the Security so surrendered, without charge to such Holderholder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received by the IssuerCorporation, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall 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 Issuer Corporation shall be closed shall constitute the person in whose name the certificates are to be registered 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 Security shall have been so surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the regular record date for any interest payment date to the opening of business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the IssuerCorporation, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on on, the applicable series of Securities. An amount equal to such payment shall be paid by the Issuer Corporation on such interest payment date to the Holder holder of such Security on such regular record date; provided, however, that if the Issuer Corporation shall default in the payment of interest on such interest payment date, such amount shall be paid to the Person person who made such required payment. Except as provided above in this Section, no adjustment shall be he made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article.

Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends. In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer Corporation for such purposepurpose in the Borough of Manhattan, The City of New York, as provided in Section 3.2 5.02 and shall deliver give written notice of conversionconversion to the Corporation at such office or agency that the holder elects to convert such Security or the portion thereof specified in said notice. The notice shall state the name or names (with address), and taxpayer identification number, in which the certificate or certificates for shares of Common Stock which shall be substantially in the Form of Election to Convert as provided for in Section 2.17deliverable on such conversion shall be registered, to such office or agency. The notice and shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 12.6. Such notice, once given, shall be irrevocable, and may not be withdrawn19.06. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of transfer, in form satisfactory to the IssuerCorporation, duly executed by the Holder holder or such Holderholder's duly authorized attorney, and by any payment required pursuant to this Section 12.319.03. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Issuer Corporation shall deliver or cause to be delivered at such office or agency to such Holderholder, or on such Holderholder's written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or portion thereof in accordance with the provisions of this 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 12.419.04. In case any Security of a denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Issuer Corporation shall execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Issuer Corporation and the Holder holder of the Security so surrendered, without charge to such Holderholder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received by the IssuerCorporation, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall 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 Issuer Corporation shall be closed shall constitute the person in whose name the certificates are to be registered 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 Security shall have been so surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the regular record date for any interest payment date to the opening of 81 74 business on such interest payment date shall (unless such Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the IssuerCorporation, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on on, the applicable series of Securities. An amount equal to such payment shall be paid by the Issuer Corporation on such interest payment date to the Holder holder of such Security on such regular record date; provided, however, that if the Issuer Corporation shall default in the payment of interest on such interest payment date, such amount shall be paid to the Person person who made such required payment. Except as provided above in this Section, no adjustment shall be he made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article.

Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends. In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer Company for such purpose, as provided in Section 3.2 1002, and shall deliver give written notice of conversionconversion to the Company at such office or agency that the Holder elects to convert such Security or the portion thereof specified in said notice. The notice shall state the name or names (with address), and taxpayer identification number, in which the certificate or certificates for shares of Common Stock which shall be substantially in the Form of Election to Convert as provided for in Section 2.17deliverable on such conversion shall be registered, to such office or agency. The notice and shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 12.6. Such notice, once given, shall be irrevocable, and may not be withdrawn1406. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of transfer, in form satisfactory to the IssuerCompany, duly executed by the Holder or such Holder's ’s duly authorized attorney, and by any payment required pursuant to this Section 12.31403. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Issuer Company shall deliver or cause to be delivered at such office or agency to such Holder, or on such Holder's ’s written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or portion thereof in accordance with the provisions of this 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 12.41404. In case any Security of a denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Issuer Company shall execute and register and the Trustee shall authenticate and deliver to or upon the written order of the Issuer Company and the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received by the IssuerCompany, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall become on said date the holder Holder of record of the shares represented thereby, provided, however, that any such surrender on any date when the stock transfer books of the Issuer Company shall be closed shall constitute the person in whose name the certificates are to be registered 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 Security shall have been so surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date Regular Record Date for any interest payment date Interest Payment Date to the opening of business on such interest payment date Interest Payment Date shall (unless such Security or portion thereof being converted shall have been called for redemption or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the IssuerCompany, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the applicable series of Securities. An amount equal to such payment shall be paid by the Issuer Company on such interest payment date Interest Payment Date to the Holder of such Security on such record dateRegular Record Date; provided, however, that if the Issuer Company shall default in the payment of interest on such interest payment dateInterest Payment Date, such amount shall be paid to the Person who made such required payment. Except as provided above in this Section, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article.