Common use of No Adjustment for Interest or Dividends Clause in Contracts

No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege, the Holder of any Debenture to be converted shall surrender such Debenture to the Company at any office or agency to be maintained by the Company for that purpose pursuant to Section 1002, and shall give written notice to the Company at said office or agency that the Holder elects to convert such Debenture or a specified portion thereof. Such notice shall also state the name or names (with addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Debentures surrendered for conversion shall (if so required by the Company or the Trustee) be accompanied by proper assignments thereof to the Company or in blank for transfer. As promptly as practicable after the receipt of such notice and the surrender of such Debenture as aforesaid, the Company shall issue and shall deliver at said office or agency to such Holder, or on his or her written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debenture (or a specified portion thereof) in accordance with the provisions of this Article Thirteen and cash, as provided in Section 1303, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected at the close of business on the date on which such notice, duly completed and executed, shall have been received at said office or agency, and such Debenture shall have been surrendered as aforesaid, and at such time the rights of the Holder of such Debenture as such Holder 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 represented thereby; provided, however, that no such surrender on any date when the stock transfer books of the Company shall be closed shall be effective to cnstitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the conversion price in effect at the opening of business on such next succeeding day. Subject to the provisions of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon such conversion.

No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilegeeffect a ----------------------------------------------------- conversion, the Holder holder of any Debenture Security to be converted converted, in whole or in part, shall surrender such Debenture Security to the Company Trustee or conversion agent at any the office or agency to be maintained by the Company Issuer for that purpose 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 2.15, to such office or agency. The notice shall be accompanied by payments in respect of transfer taxes, if required pursuant to Section 1002, and shall give written notice to the Company at said office or agency that the Holder elects to convert such Debenture or a specified portion thereof11.6. Such notice once given, shall also state be irrevocable and may not be withdrawn. Each Security surrendered for conversion shall, unless the name or names (with addresses) in which the certificate or certificates for shares of Common Stock which shall deliverable on conversion are to be issuable on issued in the same name as the registration of such conversion shall Security, be issued. Debentures surrendered for conversion shall (if so required duly endorsed by the Company or the Trustee) be accompanied by proper assignments thereof instruments of transfer, in form satisfactory to the Company Issuer, duly executed by the Holder or in blank for transfersuch Holder's duly authorized attorney, and by any payment required pursuant to this Section 11.3. As promptly as practicable after the receipt of such notice and the surrender of such Debenture Security and notice, as aforesaid, the Company shall issue and Issuer shall deliver or cause to be delivered at said such office or agency to such Holder, or on his or her such Holder's written order, a certificate or certificates for the number of full shares of Common Stock issuable deliverable upon the conversion of such Debenture (Security or a specified portion thereof) thereof in accordance with the provisions of this Article Thirteen and cash, as provided in Section 1303, a check or cash in respect of any fraction fractional interest in respect of a share of Common Stock issuable arising upon such conversion as provided in Section 11.4. 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. Such Each conversion shall be deemed to have been effected at the close as of business on the date on which such notice, duly completed and executed, shall have been received at said office or agency, and such Debenture 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 at such time the rights of the Holder of such Debenture as such Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable registrable 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 no any such surrender on any date when -------- ------- the stock transfer books of the Company Issuer shall be closed shall be effective to cnstitute constitute the person or persons entitled in whose name the certificates are to receive the shares of Common Stock upon such conversion be registered as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open and open, but such conversion shall be at the conversion price Conversion Price in effect at 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 next succeeding day. Subject 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 provisions Issuer, of Section 307an 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 payment or adjustment shall be made upon any conversion on account of any for interest accrued on the Debentures surrendered any Security converted or for conversion or on account of any dividends on the Common Stock any shares issued upon the conversion of such conversionSecurity as provided in this Article.

No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege, the Holder of any Debenture to be converted Payee shall surrender such this Debenture to the Company at any office or agency to be maintained by the Company for that purpose pursuant to Section 1002, Payor and shall give written notice of conversion in the form provided herein to the Company at said office or agency Payor that the Holder Payee elects to convert such this Debenture or a the portion thereof specified portion thereof. Such notice shall also state the name or names (with addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Debentures surrendered for conversion shall (if so required by the Company or the Trustee) be accompanied by proper assignments thereof to the Company or in blank for transfersaid notice. As promptly as practicable (but not more than two days) after the surrender of this Debenture and the receipt of such notice and the surrender of such Debenture as aforesaid, the Company Payor shall issue and shall deliver at said office to the Payee or agency to such Holderdesignee, by overnight mail or on his or her written orderby hand, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debenture (or a specified portion thereof) thereof in accordance with the provisions of this Article Thirteen Debenture and cash, as provided in Section 1303, a check or cash in respect of any fraction fractional interest in respect of a share of Common Stock issuable arising upon such conversion as provided in Section 2.3 of this Debenture. In each case this Debenture shall be surrendered for partial conversion, the Payor shall also promptly execute and deliver to the Payee a new Debenture or Debentures in an aggregate principal amount equal to the unconverted portions of the surrendered Debenture. Such In the event the registration statement referred to in Section 4 hereof shall have theretofore been declared effective by the Securities and Exchange Commission (the "SEC"), all certificates representing shares of Common Stock issued upon conversion of this Debenture shall be free of any restrictive legend thereon. Each conversion shall be deemed to have been effected at the close of business on the date on which such notice, duly completed and executed, shall have been received at said office or agency, and such this Debenture shall have been surrendered and such notice shall have been received by the Payor, as aforesaid, and at such time the rights of the Holder of such Debenture as such Holder 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 Payee shall be deemed to have become on said date the holder or holders of record of the shares represented therebyissuable upon such conversion; provided, however, that no any such surrender on any date when the stock transfer books of the Company Payor shall be closed shall be effective to cnstitute constitute the person or persons entitled to receive the shares of Common Stock upon such conversion Payee as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open and such open. No adjustment of the number of shares to be issued upon conversion shall be at the conversion price in effect at the opening of business on such next succeeding day. Subject to the provisions of Section 307, no payment or adjustment shall be made upon any conversion on account of any for interest accrued on this Debenture prior to the Debentures date it is surrendered or for conversion or on account of any dividends on the Common Stock any shares issued upon such conversionthe conversion of this Debenture prior to the date it is surrendered. Upon conversion of this Debenture, the Payor's obligation with respect to accrued interest shall be discharged in full.

No Adjustment for Interest or Dividends. (a) In order to exercise the right to conversion privilegewith respect to a Note, the Holder of any Debenture to be converted Mallard shall surrender such Debenture to the Company at any office or agency to be maintained by the Company for that purpose pursuant to Section 1002, Note and shall give written notice of conversion to the Company at said office or agency NCI that the Holder Mallard elects to convert such Debenture the Note or a the specified portion thereofthereof specified in said notice. Such notice shall also state the name or names (with addressesaddress) in which the certificate or certificates for shares of Common NCI Series D Preferred Stock which shall be issuable on such conversion shall be issued. Debentures surrendered for conversion shall (if so required by the Company or the Trustee) be accompanied by proper assignments thereof to the Company or in blank for transfer. As promptly as practicable practicable, but in no event more than 15 Business Days after satisfaction of the receipt of such notice and the surrender of such Debenture as aforesaidrequirements for conversion set forth above, the Company NCI shall issue and shall deliver at said office or agency to such Holder, or on his or her written orderMallard, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debenture (Note or a specified portion thereof) thereof in accordance with the provisions of this Article Thirteen subsection (d) and cash, as provided in Section 1303, a check or cash in respect of any fraction fractional interest in respect of a share of Common NCI Series D Preferred Stock issuable arising upon such conversion, as provided below. Such In case any Note shall be surrendered for partial conversion, NCI shall execute and deliver to the holder of the Note so surrendered, without charge, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected at as to any such Note (or the close of business specified portion thereof) on the date on which such notice, duly completed and executed, shall the requirements set forth above in this Agreement required to be satisfied by the holder have been received at said office satisfied as to such Note (or agencyportion thereof), and such Debenture shall have been surrendered as aforesaid, and at such time the rights of the Holder of such Debenture as such Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common NCI Series D Preferred Stock shall be 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 no such surrender on any date when the stock transfer books of the Company . No fractional shares or scrip representing fractional shares shall be closed issued upon conversion of Notes. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, NCI shall be effective to cnstitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes make an adjustment therefor in cash at the opening of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the conversion price in effect at the opening of business on such next succeeding day. Subject to the provisions of Section 307, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Debentures surrendered for conversion or on account of any dividends on the Common Stock issued upon such conversioncurrent fair market value thereof.