Common use of Right of Conversion Clause in Contracts

Right of Conversion. (i) At any time commencing on the date hereof (the “Initial Conversion Date”), the holder of this Note shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Note, to convert all or any part of the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Note. (ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Stock issuable upon such conversion. The shares of Preferred Stock issuable upon conversion of principal and interest on this Note are referred to as the “Conversion Shares.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Preferred Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note converted.

Right of Conversion. (i) At any time commencing on the date hereof (the “Initial Conversion Date”), the holder of this Note The Notes shall have the right, in whole at any time and in part be convertible from time to timetime in whole or in part, prior at the option of Holders, upon written notice to the Company as set forth in Section 8.03 below, into shares of Common Stock. The conversion privilege under this Article 8 shall expire at the close of business on the Business Day preceding a redemption date pursuant to Section 3.05, unless the Company defaults in making the payment due on redemption. The Notes shall be converted automatically into Common Stock if after April 22, 2003 the Company closes a public offering of Common Stock with a per share price of $25.88 and net proceeds to the Company of at least $35 million. The number of Common Shares into which Notes are convertible shall be equal to the Conversion Amount (as defined below) divided by the Conversion Price (as defined below). The "Conversion Amount" shall be the aggregate unpaid principal amount of this Notenotes outstanding plus accrued and unpaid interest and all other amounts due under the Notes to be converted (including Liquidated Damages), in each case at the Conversion Date (as defined in below). Notes surrendered for conversion during the period from the close of business on any record date next preceding any Interest Payment Date to convert all the opening of business on such Interest Payment Date (except in the case of Notes which have been called for redemption within such period) shall be accompanied by payment in New York Clearing House funds or any part other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note outstanding notes being surrendered for conversion. Except as provided in the previous sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The "Conversion Price" shall be $17.25 per share, subject to adjustment from time to time as provided herein. The issuance of the Common Shares upon conversion of the Notes shall be without charge or cost to Holder (other than in respect of the extinguishment of the debt converted thereby). The Company hereby represents and any accrued but unpaid interest thereon into such warrants that, as of the Issue Date, the sum of (1) the number of shares of Series H Preferred StockCommon Stock outstanding plus (2) the number of shares of Common Stock that would be issued if all rights, par value $0.00001 per share warrants, options or other securities (including but not limited to debt instruments) convertible into or exercisable or exchangeable for Common Stock issued by the "Series H Preferred Stock") at the conversion price hereinafter defined (the “Conversion Price”); providedCompany were converted, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Note. (ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office exercised or exchanged as of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Stock issuable upon such conversion. The shares of Preferred Stock issuable upon conversion of principal and interest on this Note are referred to as the “Conversion SharesIssue Date in full was 1,248,381.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Preferred Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note converted.

Right of Conversion. (i) At any time commencing on Subject to and upon compliance with the date hereof (the “Initial Conversion Date”)provisions of this Indenture, the each holder of this Note Convertible Notes shall have the right, in whole at his or her option, at any time and in part from time to time, prior to payment on or before the close of the principal of this Note, to convert all or any part of the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time business on the business day last Trading Day prior to the Maturity Date (except that with respect to any Convertible Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate on the close of this Note. business on the Fundamental Change Payment Date (ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of unless the Company together defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase in accordance with written instructions specifying the portion of Section 3.06)) to convert the principal amount of accrued interest on this any Convertible Note held by such holder, or any portion of such principal amount which the holder elects to convert is $1,000 or an integral multiple thereof, into that number of fully paid and the registration and delivery of certificates for non-assessable shares of Preferred Common Stock issuable upon (as such conversion. The shares of Preferred Stock issuable upon conversion of principal and interest on this Note are referred to as the “Conversion Shares.” The number of Conversion Shares to shall then be issued upon any whole or partial conversion of this Note shall be determined constituted) obtained by dividing the principal amount of principal and interest being the Convertible Note or portion thereof to be converted by the Conversion Price in effect on at such time, by surrender of the date Convertible Note so to be converted in whole or in part in the manner provided in Section 11.02. Convertible Notes in respect of which a holder has delivered a Fundamental Change repurchase notice exercising the option of such conversion, which shall be the date this Note is delivered holder to require the Company for conversionto repurchase such Convertible Notes may be converted only if the Fundamental Change repurchase notice is withdrawn in accordance with the terms of this Indenture. The holder shall thereupon be deemed the A holder of the shares Convertible Notes is not entitled to any rights of Preferred a holder of Common Stock so issueduntil such holder of Convertible Notes has converted his or her Convertible Notes into Common Stock, and the principal amount of the Note and interest thereon, only to the extent so converted, shall be such Convertible Notes are deemed to have been paid in full. If converted into Common Stock under this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note convertedArticle XI.

Right of Conversion. (i) At any time commencing on after the date hereof (last day of the “Initial Conversion Date”)second period, the holder of this Note shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Note, right to convert all or any part of the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") Common Stock at the conversion price hereinafter defined (the “"Conversion Price”"); provided;. The Conversion Shares shall be restricted securities, that as defined in Rule 144 of the right to conversion shall terminate at 5:00 P.M. New York City time on Securities and Exchange Commission (the business day prior "Commission") pursuant to the Maturity Date Securities Act of 1933, as amended (the "Securities Act"), and shall bear a restrictive legend similar to the legend appearing on this Note. The holders of the Conversion Shares shall have the rights set forth in the Registration Rights Agreement. (ii) Notwithstanding any other provision of this Note, if the Company shall pay fifty percent (50%) of the principal amount of this Note, together with accrued interest, before the commencement of the Third Period, the holder of this Note shall have no right to convert this Note unless an Event of Default shall occur. If an Event of Default shall occur, the holder of this Note shall have all rights of conversion set forth in this Article 3. (iii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of the Company together with written instructions specifying the portion of the principal amount of and accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Common Stock issuable upon such conversion. The shares of Preferred Common Stock issuable upon conversion of principal and interest on this Note are referred to as the “"Conversion Shares.” " The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Preferred Common Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note converted.

Right of Conversion. (i) At any time commencing on after the date hereof (last day of the “Initial Conversion Date”)second period, the holder of this Note shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Note, right to convert all or any part of the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") Common Stock at the conversion price hereinafter defined (the “Conversion Price”); provided;. The Conversion Shares shall be restricted securities, that as defined in Rule 144 of the right to conversion shall terminate at 5:00 P.M. New York City time on Securities and Exchange Commission (the business day prior “Commission”) pursuant to the Maturity Date Securities Act of 1933, as amended (the “Securities Act”), and shall bear a restrictive legend similar to the legend appearing on this Note. The holders of the Conversion Shares shall have the rights set forth in the Registration Rights Agreement. (ii) Notwithstanding any other provision of this Note, if the Company shall pay fifty percent (50%) of the principal amount of this Note, together with accrued interest, before the commencement of the Third Period, the holder of this Note shall have no right to convert this Note unless an Event of Default shall occur. If an Event of Default shall occur, the holder of this Note shall have all rights of conversion set forth in this Article 3. (iii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of the Company together with written instructions specifying the portion of the principal amount of and accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Common Stock issuable upon such conversion. The shares of Preferred Common Stock issuable upon conversion of principal and interest on this Note are referred to as the “Conversion Shares.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Preferred Common Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note converted.

Right of Conversion. The holder of this Debenture shall have the right at any time prior to July 9, 1997, at his or her option, to convert, subject to the terms and provisions hereof, the principal of this Debenture (or any portion of the principal hereof which is $1,000 or an integral multiple of $1,000) into fully paid and non-assessable shares of Common Stock of the Company ("Common Stock") at the rate of 363.636 shares of Common Stock for each $1,000 principal amount of Debentures or, in case an adjustment therein has taken place pursuant to the provisions of subsection (d) hereof, then at the rate as so adjusted (except that with respect to this Debenture, or any such portion, which shall be designated for redemption by the Company such right shall terminate, except as provided in the last paragraph of subsection (b) below, at the close of business on the fifth Business Day prior to the Redemption Date for this Debenture or portion hereof). Such right shall be exercised by the surrender of this Debenture to the Company at any time during usual business hours at its principal offices, accompanied by a written notice substantially in the form of Annex A hereto, stating that the holder elects to convert this Debenture or any portion hereof and specifying the name or names (with address) in which a certificate or certificates for Common Stock are to be issued, and (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company duly executed by the holder or his attorney duly authorized in writing and transfer tax stamps or funds therefor, if required pursuant to subsection (i) At any time commencing on the date hereof (the “Initial Conversion Date”)hereof. For convenience, the holder conversion of this Note shall have all or a portion, as the rightcase may be, in whole at any time and in part from time to time, prior to payment of the principal of this Note, to convert all or any part of Debenture into the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Note. (ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office Common Stock of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Stock issuable upon such conversion. The shares of Preferred Stock issuable upon conversion of principal and interest on this Note are is hereinafter sometimes referred to as the “Conversion Shares.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Note Debenture. All Debentures surrendered for conversion shall be determined by dividing canceled, and, subject to the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversionnext succeeding sentence, which no Debenture shall be issued in lieu thereof. In the date event that this Note Debenture is delivered converted in part only, upon such conversion the Company shall execute and deliver to the Company for conversion. The holder shall thereupon be deemed the holder hereof a new Debenture or Debentures of the shares of Preferred Stock so issued, and the authorized denominations in an aggregate principal amount of the Note and interest thereon, equal to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder unconverted portion of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note convertedDebenture.

Right of Conversion. (i) At any time commencing on after the date hereof (the “Initial Conversion Date”), as hereinafter defined, the holder of this Note Holder shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Note, to convert all or any part of the principal amount of this Note outstanding from time to time and and, subject to the provisions of Paragraph 3(f) of this Note, any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stockthe Company's common stock, par value $0.00001 .01 per share (the "Series H Preferred Common Stock") ), at the conversion price hereinafter defined (the “"Conversion Price”"); provided, that the right to of conversion shall terminate at 5:00 P.M. New York City San Diego, California time on the business day prior to the Maturity Date of this Note; and provided, further, that if this Note shall be called for prepayment as provided in Paragraph 6(a) of this Note, the right of conversion shall terminate at 5:00 P.M., San Diego, California time on the business day prior to the Prepayment Date, as defined in said Paragraph 6(a). (ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of the Company together with written instructions specifying the portion of the principal amount of and, subject to the provisions of Paragraph 3(f) of this Note, accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Common Stock issuable upon such conversion. The shares of Preferred Common Stock issuable upon conversion of principal and interest on this Note are referred to as the “"Conversion Shares.” " The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder Holder shall thereupon be deemed to be the holder of the number of shares of Preferred Common Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note Holder shall be entitled to a new Note representing the unpaid principal balance of such this Note remaining after deducting the principal amount of the Note converted. Within five (5) days of any partial or full conversion of this Note, the Company will instruct its transfer agent to promptly issue the Conversion Shares to the Holder. (iii) The Initial Conversion Date shall mean the first date following the date of this Note on which the certificate of incorporation of the Company is amended to increase the number of authorized shares of Common Stock if such amendment is filed prior to the Maturity Date of this Note.