Common use of Mechanics of Redemption Clause in Contracts

Mechanics of Redemption. The Company shall effect each ----------------------- Redemption by delivering written notice ("Notice of Redemption") to each holder of the Preferred Shares at the address and facsimile number of such holder appearing in the Company's Preferred Share register. Such Notice of Redemption shall be deemed to have been delivered and received (i) on the day it is sent if delivered by facsimile so as to be received prior to 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, (ii) one (1) business day, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) the number of Preferred Shares that have been selected for redemption, and (z) the date that such redemption is to become effective. Once the Notice of Redemption is deemed to have been delivered and received, the Preferred Shares designated for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(d) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered to the Company by the seventh business day after the Notice of Redemption is deemed delivered and received.

Mechanics of Redemption. The Company shall effect each ----------------------- Redemption may exercise its right to require redemption under this Section 4 by delivering an irrevocable written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders ("the “Company Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). To the extent the Company, subject to consent of Redemption") to each holder the Required Holders, did not redeem all of the Preferred Shares at held by the address Holders on its initial distribution of the Company Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) and facsimile number of such holder appearing in the Company's Preferred Share registeradditional Company Optional Redemption Notice shall also be irrevocable. Such The Company Optional Redemption Notice of Redemption shall be deemed to have been delivered and received (i) state the date on which the day it is sent if delivered by facsimile so as to Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be received prior to 5:00 p.m. local time at less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase AgreementCompany Optional Redemption Notice Date, (ii) one (1) business daythe Redemption Price, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two certify that there has been no Equity Conditions Failure, (2iv) business days, if delivery is outside certify that the United States, after the Company's sending (by two (2) day courier) Company has sufficient authorized and unissued shares of such Notice of Redemption. Such Notice of Redemption shall indicate (y) Common Stock equal to the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Share called for redemption and (v) confirm that such redemption shall only apply with respect to such Preferred Shares that have been selected for redemptionthe Holders are permitted to convert pursuant to Section 14. Notwithstanding anything to the contrary in this Section 4, and (z) at any time prior to the date that such redemption the Company Optional Redemption Price is to become effective. Once the Notice of Redemption is deemed to have been delivered and receivedpaid, in full, the Preferred Shares designated for subject to redemption pursuant to a Company Optional Redemption Notice may be converted converted, in whole or in part, by the Holders into shares of Common Stock if a Conversion Notice is delivered in accordance with pursuant to Section 2(d) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered to the Company by the seventh business day after the Notice of Redemption is deemed delivered and received3.

Mechanics of Redemption. i. The Company Redemption Option shall effect each ----------------------- Redemption be exercised by delivering written notice (the "Notice of RedemptionREDEMPTION NOTICE") from the Company to each holder the Holders. The Redemption Notice shall state (A) the aggregate principal amount of Debentures that are being redeemed and the "CUSIP" number or numbers, if any, of such Debentures, (B) if less than all of the Preferred Shares at Debentures are being redeemed, the address portion of the principal amount of the Debentures being redeemed, and facsimile number that upon surrender of the Debentures, a new Debenture or Debentures in the principal amount equal to the unredeemed portion thereof will be issued, (C) the Redemption Price, (D) the date fixed for such redemption (the "REDEMPTION DATE"), which date shall be not fewer then thirty (30) days but not more than sixty (60) days following the date of the Redemption Notice, (E) that each Holder will have the right to convert such Holder's Debentures until the close of business on the third day (or if such day is not a Business Day, the next preceding Business Day) preceding the related Redemption Date, (F) the place or places of payment and that payment will be made upon presentation and surrender of such holder appearing Debentures, (G) that interest accrued to, but excluding, the Redemption Date will be paid as specified in the Company's Preferred Share register. Such Notice of Redemption shall be deemed to have been delivered and received (i) on the day it is sent if delivered by facsimile so as to be received prior to 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, (ii) one (1) business day, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) the number of Preferred Shares that have been selected for redemptionnotice, and (zH) the current Conversion Price and the date that on which the right to convert such redemption is Debentures or portions thereof into Common Stock will expire. If the Company elects not to become effective. Once redeem all the Notice of Redemption is deemed to have been delivered and receivedDebentures outstanding, the Preferred Shares designated Company shall allocate for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(d) hereof within seven trading days redemption from each Holder an amount of the Redemption Price equal to such Holder's pro rata amount (based on the principal amount of the Debentures held by such Holder on the date of the Redemption Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered relative to the Company by total principal of the seventh business day after the Notice of Redemption is deemed delivered and receivedDebentures outstanding on such date).

Mechanics of Redemption. The On or after a Redemption Date, each applicable holder of 11.0% Cumulative Convertible Preferred Shares to be redeemed must present and surrender the certificate representing such 11.0% Cumulative Convertible Preferred Shares to the Company at the place designated in the applicable notice, duly endorsed, and thereupon the Company shall effect each ----------------------- Redemption by delivering written notice ("Notice pay or cause to be paid the redemption price of Redemption") such shares to each holder or on the order of the Preferred Shares at person whose name appears on such certificate as the address owner thereof, and facsimile number each certificate so surrendered will thereafter be canceled. If fewer than all the shares represented by any such certificate are to be redeemed, the Company shall issue a new certificate representing the unredeemed shares. A holder may notify the Company that its certificate or certificates have been lost, stolen or destroyed, and, upon execution of an agreement satisfactory to the Companyto indemnify the Company for any loss incurred by it in connection with such holder appearing lost certificate or certificates or an indemnity bond (in the Company's ’s sole discretion), and assuming such holder’s compliance with the other provisions of this Section 3.d, such holder shall be entitled to receive the amounts contemplated by this Section 3.d. From and after such Redemption Date (unless the Company defaults in payment of the redemption price), all distributions on 11.0% Cumulative Convertible Preferred Share register. Such Notice Shares called for redemption will cease to accumulate and all rights of the holders thereof, except the right to receive the redemption price thereof (including all accumulated and unpaid distributions to, but excluding, the Redemption Date), will cease and terminate and such shares may not thereafter be transferred (except with the Company’s consent) in the Company’s transfer records, and such shares shall not be deemed to have been delivered and received (i) on the day it is sent if delivered by facsimile so as to be received prior to 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, (ii) one (1) business day, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) the number of Preferred Shares that have been selected outstanding for redemption, and (z) the date that such redemption is to become effective. Once the Notice of Redemption is deemed to have been delivered and received, the Preferred Shares designated for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(d) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered to the Company by the seventh business day after the Notice of Redemption is deemed delivered and receivedpurpose whatsoever.

Mechanics of Redemption. The Company shall effect each ----------------------- Redemption may exercise its right to require redemption under this Section 4 by delivering an irrevocable written notice thereof by facsimile and overnight courier to all, but not less than all, of the Holders ("the “Company Optional Redemption Notice” and the date all of the Holders received such notice is referred to as the “Company Optional Redemption Notice Date”). To the extent the Company, subject to consent of Redemption") to each holder the Required Holders, did not redeem all of the Preferred Shares at held by the address Holders on its initial distribution of the Company Optional Redemption Notice, the Company may deliver an additional Company Optional Redemption Notice hereunder (subject to the conditions set forth herein) and facsimile number of such holder appearing in the Company's Preferred Share registeradditional Company Optional Redemption Notice shall also be irrevocable. Such The Company Optional Redemption Notice of Redemption shall be deemed to have been delivered and received state (i) the date on which the day it is sent if delivered by facsimile so as to Company Optional Redemption shall occur (the “Company Optional Redemption Date”), which date shall not be received prior to 5:00 p.m. local time at less than thirty (30) Trading Days nor more than sixty (60) Trading Days following the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase AgreementCompany Optional Redemption Notice Date, (ii) one (1) business daythe Redemption Price, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two that there has been no Equity Conditions Failure, and (2iv) business days, if delivery is outside that the United States, after the Company's sending (by two (2) day courier) Company has sufficient authorized and unissued shares of such Notice of Redemption. Such Notice of Redemption shall indicate (y) Common Stock equal to the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each Preferred Shares that have been selected Share called for redemption. Notwithstanding anything to the contrary in this Section 4, and (z) at any time prior to the date that such redemption the Company Optional Redemption Price is to become effective. Once the Notice of Redemption is deemed to have been delivered and receivedpaid, in full, the Preferred Shares designated for subject to redemption pursuant to a Company Optional Redemption Notice may be converted converted, in whole or in part, by the Holders into shares of Common Stock if a Conversion Notice is delivered in accordance with pursuant to Section 2(d) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered to the Company by the seventh business day after the Notice of Redemption is deemed delivered and received3.

Mechanics of Redemption. The Company shall effect each ----------------------- In the event of any Redemption pursuant to this Section 6, at least twenty (20) but no more than sixty (60) days prior to the date fixed by delivering the Independent Directors for such Redemption of Series A Preferred Stock (a "REDEMPTION DATE"), written notice ("Notice of Redemption") shall be mailed, first class postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is mailed) of the Series A Preferred Shares Stock to be redeemed, at the address and facsimile last shown on the records of the Corporation for such holder or given in writing by the holder to the Corporation for the purpose of notice, notifying such holder of the Redemption to be effected, specifying the number of shares of Series A Preferred Stock to be redeemed, the Redemption Date, the Redemption Price, and calling upon such holder appearing to surrender to the Corporation at its principal executive office or the office of its transfer agent, such holder's certificate or certificates representing the shares of Series A Preferred Stock to be redeemed (the "REDEMPTION NOTICE"). On or after the Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares, in the Company's Preferred Share register. Such Notice of manner and at the place designated in the Redemption Notice, and each surrendered certificate shall be deemed to have been delivered and received canceled. Not less than three (i3) on the day it is sent if delivered by facsimile so as to be received days prior to 5:00 p.m. local time at the Redemption Date, the Corporation shall deposit, from funds legally available therefor, the Redemption Price for the shares designated for redemption with a bank or trust Corporation having aggregate capital and surplus in excess of $20,000,000 as a trust fund for the benefit of the holder of the shares designated for Redemption. At such time, the Corporation shall also deposit irrevocable instruction and authority to such bank or trust Corporation to pay, on or after the Redemption Date, the deposited Redemption Price of the Series A Preferred Shares' facsimile number as listed in the Purchase Agreement, or one (1) business day later if it is delivered so as Stock to be received after 5:00 p.m. local time at the holder thereof upon surrender of Preferred Shares' facsimile number as listed in its certificate(s). If funds are available on the Purchase AgreementRedemption Date, (ii) one (1) business day, if delivery is within then whether or not the United States, after share certificates are surrendered for payment of the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) the number of Preferred Shares that have been selected for redemption, and (z) the date that such redemption is to become effective. Once the Notice of Redemption is deemed to have been delivered and receivedPrice, the Preferred Shares designated for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(d) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, outstanding and such Preferred Shares the holder thereof shall cease to be a shareholder of the Corporation with respect to the shares redeemed on and after the Redemption Date and shall be delivered entitled only to receive the Company Redemption Price without interest upon surrender of the share certificate. If less than all the shares represented by one share certificate are to be redeemed, the seventh business day after Corporation shall issue a new share certificate for the Notice of Redemption is deemed delivered and receivedshares not redeemed. 7.

Mechanics of Redemption. The Sixty (60) days prior to the date the Company shall effect each ----------------------- elects to exercise its redemption of the Redemption by delivering Units (the “Redemption Date”) as provided in Section 6.17(a) hereof, written notice ("Notice of Redemption") shall be mailed, postage prepaid, by the Company to each holder of record (at the Preferred Shares close of business on the business day next preceding the day on which notice is given) of the Redemption Units, at the address last shown on the Company’s records for such holder (or at the address given by the holder to the Company for the purpose of notice or if no such address appears or is given at the place where the principal executive office of the Company is located), notifying such holder of the redemption to be effected and facsimile number specifying the Redemption Date, the Redemption Price, the place at which payment may be obtained, the manner and place designated by the Company for the surrender of such Redemption Units and the applicable procedures set forth in this section (the “Initial Redemption Notice”). E`ach holder appearing in of a Redemption Unit shall have the option to elect to have all or any of such holder’s Class A Preferred Units which were issued by the Company on the Issue Date redeemed by the Company at the Redemption Date. Each such holder who so elects (a “Tendering Holder”) shall provide written notice, postage prepaid, to the Company's Preferred Share register. Such Notice of Redemption shall be deemed to have been delivered and received , at least thirty (i30) on the day it is sent if delivered by facsimile so as to be received days prior to 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreementapplicable Redemption Date, or one (1) business day later if it is delivered so as to be received after 5:00 p.m. local time at the holder of Preferred Shares' facsimile number as listed in the Purchase Agreement, (ii) one (1) business day, if delivery is within the United States, after the Company's sending (by overnight courier) of such Notice of Redemption, or (iii) two (2) business days, if delivery is outside the United States, after the Company's sending (by two (2) day courier) of such Notice of Redemption. Such Notice of Redemption shall indicate (y) specifying the number of Class A Preferred Shares Units that such holder is electing to tender for redemption (the “Tendered Units”), the certificate or certificates representing such Tendered Units and indicating that such holder is surrendering to the Company, in the manner and at the place designated in the Initial Redemption Notice, the holder’s certificate or certificates representing the Tendered Units. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is greater than the number of Redemption Units for such redemption, then the Company will redeem the Tendered Units ratably among the Tendering Holders in proportion to the respective number of Tendered Units being tendered by each Tendering Holder. If the total number of Tendered Units being so tendered by all such holders represents an amount of Units that is less than the number of Redemption Units for such redemption, then the Company, in addition to redeeming all of the Tendered Units, will redeem an additional number of Class A Preferred Units from the remaining Redemption Units that have been selected for redemptionnot been, or are not being, tendered equal to the difference between the number of Redemption Units and the number of Tendered Units (the “Mandatory Units”). The specific certificate or certificates constituting the Mandatory Units shall be determined by the Company through a blind and random selection process. Any holder of a Mandatory Unit will receive written notice (the “Mandatory Redemption Notice”) from the Company at least fifteen (15) days prior to the applicable Redemption Date notifying such holder of the redemption of such Mandatory Unit and specifying the Redemption Date, the Redemption Price, and (zthe place at which payment may be obtained. This notice shall call upon such holder to surrender to the Company, in the manner and at the place designated, the holder’s certificate or certificates representing the Mandatory Units. Except as provided in Section 6.17(c) below, on or after the date that such redemption is to become effective. Once close of business on the Notice Redemption Date, each holder of Redemption is deemed to have been delivered and received, the Preferred Shares designated for a Redemption may be converted into shares of Common Stock if a Conversion Notice is delivered in accordance with Section 2(dUnits (whether Tendered Units or Mandatory Units) hereof within seven trading days of the date the Notice of Redemption is deemed delivered and received. After such seven day period, any Preferred Shares designated for Redemption not so converted shall no longer be convertible into Common Stock, and such Preferred Shares shall be delivered surrender to the Company the certificate or certificates representing such Redemption Units, in the manner and at the place designated in the Initial Redemption Notice or the Mandatory Redemption Notice, as applicable. Thereupon, the Redemption Price of such Redemption Units shall be payable to the order of the Person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled. If less than all the Units represented by any such certificate are redeemed, then a new certificate shall be issued representing the seventh business day after the Notice of Redemption is deemed delivered and receivedunredeemed Units.