Common use of Optional and Mandatory Redemption Clause in Contracts

Optional and Mandatory Redemption. (a) The Corporation, at its option, may at any time redeem the Series C Preferred Stock in whole or in part, at a cash redemption price per share equal to 100% of the liquidation preference. (b) On August ___, 2010, the Corporation shall redeem all outstanding shares of Series C Preferred Stock at a redemption price equal to the liquidation preference per share. The redemption price shall be paid in cash. (c) Not more than sixty (60) nor less than thirty (30) days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to each holder of record of the Series C Preferred Stock to be redeemed, at such holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall be irrevocable and shall specify the date fixed for redemption, the redemption price, the identification of the shares to be redeemed (if fewer than all the outstanding shares are to be redeemed), the place or places of payment and that payment will be made upon presentation and surrender of the certificate(s) evidencing the shares of Series C Preferred Stock to be redeemed. (d) Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price in the manner set forth in the notice. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor) shall terminate. (e) If fewer than all the shares outstanding are to be redeemed, the Corporation shall select the shares to be redeemed pro rata.

Optional and Mandatory Redemption. (a1) The Corporation, at its option, may at At any time during the Optional Redemption Period, the Company shall have the right to redeem the Series C Preferred Stock principal installments stated in Section 2(d)(1) to be due on November 2, 2006 and November 2, 2007 in whole or from time to time in part, at a cash redemption price per share equal and on the respective dates specified in Section 2(d)(2), the Company shall have the obligation to 100% redeem the then remaining outstanding amounts of the liquidation preference.principal installments stated in Section 2(d)(1) to be due on November 2, 2005 and November 2, 2008 in full, in each such case by payment of the Optional Redemption Consideration pursuant to this Section 2(b) on the applicable Optional Redemption Date, so long as the following conditions precedent are satisfied: (bA) On August ___on the date a particular Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date, 2010no Event of Default and no event which, with notice or passage of time, or both, would become an Event of Default has occurred and is continuing (unless, by reason of such redemption, the Corporation requirements of this clause (A) will be satisfied immediately after the redemption of this Note and the Other Note on the applicable Optional Redemption Date and the Company shall redeem furnish Company Certificates to the Holder to such effect on the date such Optional Redemption Notice is given to the Holder and on the applicable Optional Redemption Date); (B) on the date such Optional Redemption Notice is given and at all outstanding times thereafter to and including the applicable Optional Redemption Date, no Repurchase Event has occurred with respect to which the Holder has the right to exercise repurchase rights pursuant to Section 5 or with respect to which the Holder has exercised such repurchase rights and the Repurchase Price has not been paid to the Holder and no event which, with notice or passage of time, or both, would become a Repurchase Event has occurred and is continuing; (C) on the date such Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date, the Registration Statement shall be effective and available for use by the Holder, the holders of the Other Note and the holders of the Warrants for the resale of the shares of Series C Preferred Common Stock issued and issuable upon conversion of this Note and the Other Note and issued or issuable upon exercise of the Warrants, as the case may be, and is reasonably expected to remain effective and available for such use for at least 30 days after the applicable Optional Redemption Date, and the Company shall be in compliance in all material respects with its obligations under the Registration Rights Agreement; (D) on the date such Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date one or more registration statements under the 1933 Act covering the resale of the shares of Common Stock issuable to the Holder upon exercise of the Redemption Warrants issuable to the Holder in payment of a portion of the Optional Redemption Consideration on the applicable Optional Redemption Date and any Redemption Warrants previously issued to the Holder shall be effective under the 1933 Act and available for use by the Holder for the resale of such shares of Common Stock and each such registration statement shall reasonably be expected to remain available for such use for at least 30 Trading Days after the applicable Optional Redemption Date; (E) on the date such Optional Redemption Notice is given, the Company has funds available to pay the cash portion of the Optional Redemption Consideration payable on the applicable Optional Redemption Date; (F) other than in the case of a redemption price equal required by Section 2(d)(2) or by Section 6.16(b)(2) of the Purchase Agreement, the Optional Redemption Date selected by the Company in accordance with this Section 2(b) and set forth in such Optional Redemption Notice shall be at least 365 days after any earlier Optional Redemption Date; (G) except as otherwise provided in Section 6.16(b)(2) of the Purchase Agreement, on the date such Optional Redemption Notice is given and at all times thereafter to and including the applicable Optional Redemption Date no Maximum Share Amount Deficiency exists (unless, by reason of such redemption, the requirements of this clause (G) will be satisfied immediately after the redemption of this Note and the Other Note on the applicable Optional Redemption Date and the Company shall furnish Company Certificates to the liquidation preference per share. The redemption price shall be paid in cash.Holder to such effect on the date such Optional Redemption Notice is given to the Holder and on the applicable Optional Redemption Date); and (cH) Not more than sixty (60) nor less than thirty (30) during the period beginning five days prior to the date the Company gives such Optional Redemption Notice and ending on the applicable Optional Redemption Date the Company shall not have been engaged in discussions or negotiations concerning, or entered in to an agreement or received any proposal for, any transaction that might result in a Fundamental Change, and the Company shall not enter into any agreement or accept any proposal for, any transaction that might result in a Fundamental Change for a period of 60 days after the applicable Optional Redemption Date. In order to exercise its right of redemption dateunder this Section 2(b) the Company shall give the particular Optional Redemption Notice to the Holder not less than 20 Trading Days or more than 40 Trading Days prior to the applicable Optional Redemption Date, notice by first class mail, postage prepaid, shall be given stating that: (1) the Company is exercising its right to each holder redeem this Note in accordance with this Section 2(b); (2) the principal amount of record of the Series C Preferred Stock this Note to be redeemed, at ; (3) the amount of the cash portion of the Optional Redemption Consideration payable on such holder's address Optional Redemption Date (assuming no conversion of this Note from the date the Company gives such Optional Redemption Notice to the applicable Optional Redemption Date); (4) the number of shares of Common Stock and the purchase price therefor to be contained in the Redemption Warrant included in such Optional Redemption Consideration (assuming no conversion of this Note from the date the Company gives such Optional Redemption Notice to the applicable Optional Redemption Date); (5) the Optional Redemption Date; and (6) that all of the conditions of this Section 2(b) entitling the Company to call this Note for redemption have been met. On the Optional Redemption Date (or such later date as it the Holder surrenders this Note to the Company) the Company shall appear (x) pay to or upon the stock transfer books order of the Corporation. Each Holder, by wire transfer of immediately available funds to such notice of redemption account as shall be irrevocable specified for such purpose by the Holder at least one Business Day prior to the applicable Optional Redemption Date, an amount equal to the cash portion of the Optional Redemption Consideration and (y) issue and deliver to the Holder the portion of such Optional Redemption Consideration consisting of the Redemption Warrant, which will be deemed for all purposes to have been issued to the Holder on the applicable Optional Redemption Date, unless the Company shall specify have failed to pay the amount specified in the immediately preceding clause (x) when due. (2) The Company shall not be entitled to give an Optional Redemption Notice or to redeem any portion of this Note with respect to which the Holder has given a Conversion Notice on or prior to the date fixed for redemptionthe Company gives such Optional Redemption Notice. Notwithstanding the giving of a particular Optional Redemption Notice, the redemption priceHolder shall be entitled to convert all or any portion of this Note, in accordance with the terms of this Note, by giving a Conversion Notice at any time on or prior to the later of (1) the date which is one Trading Day prior to the applicable Optional Redemption Date and (2) if the Company fails to pay and deliver to the Holder, or deposit in accordance with Section 7(k), the identification Optional Redemption Consideration payable on the applicable Optional Redemption Date on or before the applicable Optional Redemption Date, the date on which the Company pays and delivers to the Holder, or deposits in accordance with Section 7(k), such Optional Redemption Consideration. If after giving effect to any such conversion of this Note that occurs after the shares date the Company gives a particular Optional Redemption Notice to the Holder, the principal amount of this Note remaining outstanding is less than the amount thereof to be redeemed (if fewer than all the outstanding shares are to be redeemed), the place or places of payment and that payment will be made upon presentation and surrender of the certificate(s) evidencing the shares of Series C Preferred Stock to be redeemed. (d) Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. On or after the date fixed for redemption as stated in such noticethe applicable Optional Redemption Notice, each holder of then the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price in the manner Optional Redemption Consideration set forth in the notice. If fewer than all Optional Redemption Notice shall be adjusted to reflect the shares represented by reduced outstanding principal amount of this Note and related accrued interest (and interest, if any, thereon at the Default Rate) on the applicable Optional Redemption Date resulting from any such surrendered certificate are redeemedconversions of this Note after the Company gives such Optional Redemption Notice to the Holder. Any redemption of this Note pursuant to this Section 2(b), other than a new certificate redemption required by Section 2(d)(2), shall be issued representing applied to the unredeemed shares. Ifinstallments of principal outstanding on the applicable Optional Redemption Date first to the principal installment stated in Section 2(d)(1) to be due on November 2, 2007, second to the principal installment stated in Section 2(d)(1) to be due on November 2, 2006 and thereafter to the remaining principal installments in the inverse order of their maturity stated in Section 2(d)(1), and any redemption of this Note pursuant to this Section 2(b) that is required by Section 2(d)(2) shall be applied to the installment of principal outstanding on the applicable Optional Redemption Date that is required by Section 2(d)(2) to be redeemed under this Section 2(b) on such Optional Redemption Date. (3) In order that the Company shall not discriminate among the Holder and the holders of the Other Note, the Company agrees that each redemption of this Note pursuant to this Section 2(b) shall be made at the same time as a redemption by the Company of the Other Note and that such redemption shall be made pro rata based on the principal amounts of this Note and the Other Note outstanding on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding Company gives the particular Optional Redemption Notice. In order that the certificates evidencing any shares so called for redemption Company not discriminate among the Holder and the holders of the Other Note, the Company agrees that it shall not have been surrendered, redeem any of the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect Other Note pursuant to the shares so called for redemption (except the right provisions thereof similar to this Section 2(b) or repurchase or otherwise acquire any of the holders Other Note (other than a mandatory redemption pursuant to receive provisions of the redemption Other Note comparable to Section 5 or as provided in Sections 6.2 and 6.16 of the Purchase Agreement and the Other Purchase Agreement) unless the Company offers simultaneously to redeem, repurchase or otherwise acquire a pro rata portion (based on outstanding principal amount) of this Note for cash at the same unit price without interest upon surrender of their certificates therefor) shall terminateas the Other Note or Other Note. (e) If fewer than all the shares outstanding are to be redeemed, the Corporation shall select the shares to be redeemed pro rata.

Optional and Mandatory Redemption. (a) The Corporation, at its option, may at any time redeem the Series C Preferred Stock in whole or in part, at a cash redemption price per share equal to 100% of the liquidation preference. (b) On August ___--, 2010, the Corporation shall redeem all outstanding shares of Series C Preferred Stock at a redemption price equal to the liquidation preference per share. The redemption price shall be paid in cash. (c) Not more than sixty (60) nor less than thirty (30) days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to each holder of record of the Series C Preferred Stock to be redeemed, at such holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall be irrevocable and shall specify the date fixed for redemption, the redemption price, the identification of the shares to be redeemed (if fewer than all the outstanding shares are to be redeemed), the place or places of payment and that payment will be made upon presentation and surrender of the certificate(s) evidencing the shares of Series C Preferred Stock to be redeemed. (d) Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price in the manner set forth in the notice. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor) shall terminate. (e) If fewer than all the shares outstanding are to be redeemed, the Corporation shall select the shares to be redeemed pro rata.

Optional and Mandatory Redemption. (a) The Corporation may not redeem the Convertible Preferred Stock prior to July 15, 2003. (b) The Corporation, at its option, may at any time on and after July 15, 2003 redeem the Series C Convertible Preferred Stock in whole or in part, at a cash redemption price per share equal to 100% of the liquidation preference, if the daily Closing Price (as defined in Section 3(c)) per share of the Common Stock for the 20 consecutive trading days ending two days preceding the mailing of the redemption notice provided in Section 7(d) is greater than or equal to 200% of the then current Conversion Price. (bc) On August ___September 15, 20102008, the Corporation shall redeem all outstanding shares of Series C Convertible Preferred Stock at a redemption price equal to the liquidation preference per share. The redemption price shall be paid, at the Corporation3s option, in cash or in shares of Common Stock which shall be registered for resale pursuant to a permanent shelf registration statement or for which any subsequent public distribution shall not require registration or qualification of such shares under applicable federal and state securities laws. If the redemption price is paid in cash.in (cd) Not more than sixty (60) nor less than thirty (30) days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to each holder of record of the Series C Convertible Preferred Stock to be redeemed, at such holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall be irrevocable and shall specify the date fixed for redemption, the Redemption Price (or the method by which such price will be determined), whether such redemption priceprice shall be paid in cash or in shares of Common Stock, the identification of the shares to be redeemed (if fewer than all the outstanding shares are to be redeemed), the place or places of payment and payment, that payment will be made upon presentation and surrender of the certificate(s) evidencing the shares of Series C Convertible Preferred Stock to be redeemed, the then effective Conversion Price pursuant to Section 3 and that the right of holders to convert shares called for redemption shall terminate at the close of business on the redemption date 143 (unless the Corporation defaults in the payment of the Redemption Price). (de) Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C Convertible Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Convertible Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price Redemption Price in the manner set forth in the notice. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds (or shares of Common Stock) necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the shares shall no longer be deemed outstanding, the holders thereof shall 144 cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the redemption price Redemption Price without interest upon surrender of their certificates therefor) shall terminate. (ef) In the event that any shares of Convertible Preferred Stock shall be converted into Common Stock pursuant to Section 3, then (i) the Corporation shall not have the right to redeem such shares and (ii) any funds which shall have been deposited for the payment of the Redemption Price for such shares shall be returned to the Corporation immediately after such conversion. (i) If fewer than all the shares outstanding are to be redeemed, the Corporation shall select the shares to be redeemed pro rata.

Optional and Mandatory Redemption. (a) The Corporation, at its option, may at At any time redeem on or after the Closing Date, but in no event later than the Mandatory Redemption Date (as defined below), the Company shall, upon written notice of the proposed redemption to all holders of Series C A Preferred Stock in whole given at least five (5) business days prior to the proposed redemption date, redeem all or in part, at a cash redemption price per share equal to 100% portion of the liquidation preference. (b) On August ___, 2010, the Corporation shall redeem all outstanding shares of Series C A Preferred Stock at a redemption price per share of Series A Preferred Stock payable in cash equal to the liquidation preference per shareApplicable Redemption Price. The Company’s redemption price under this Section 7(a) shall be paid in cash. (c) Not more than sixty (60) nor less than thirty (30) days subject to the Conversion Rights under Section 6 of each holder of Series A Preferred Stock, who may exercise those rights at any time prior to the redemption date. The Company may not redeem any shares of Series A Preferred Stock pursuant to this Section 7(a) unless the funds of the Company legally available for the redemption of Series A Preferred Stock are sufficient to redeem the total number of the outstanding shares of Series A Preferred Stock at the time the notice is given by the Company pursuant to Section 7(b) and at the proposed redemption date and the effectuation of such redemption shall not result the Company’s insolvency. If less than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to this Section 7(a), notice by first class mail, postage prepaid, the number of shares to be redeemed shall be given to each holder determined by the Board of record of the Series C Preferred Stock to be redeemedDirectors, at such holder's address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall be irrevocable and shall specify the date fixed for redemption, the redemption price, the identification of the shares to be redeemed shall be determined pro rata or by lot or in such other manner and subject to such regulations as the Board of Directors in its sole discretion shall prescribe. The “Mandatory Redemption Date” shall mean the later of (if fewer than all i) the outstanding shares are to be redeemed), the place or places of payment and that payment will be made upon presentation and surrender fourth (4th) anniversary of the certificate(sClosing Date or (ii) evidencing the shares of Series C Preferred Stock to be redeemedAugust 1, 2023. (d) Any notice that is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series C Preferred Stock receives such notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price in the manner set forth in the notice. If fewer than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing any shares so called for redemption shall not have been surrendered, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor) shall terminate. (e) If fewer than all the shares outstanding are to be redeemed, the Corporation shall select the shares to be redeemed pro rata.