Common use of Right of Conversion Clause in Contracts

Right of Conversion. Any holder of Class A-1 Preferred Stock at any time, and from time to time, may at its option convert all, or any number less than all, of the shares of Class A-1 Preferred Stock into shares of the Corporation's common stock, $.10 par value (the "Common Stock") on the basis of one (1) share of Class A-1 Preferred Stock for eight (8) shares of Common Stock. In the event of a merger, consolidation, recapitalization or other reorganization, including any stock splits, reverse stock splits, or stock dividends, affecting the Common Stock (the "Reorganization") the right to convert the Class A-1 Preferred Stock shall be automatically modified to provide that each share of Class A-1 Preferred Stock shall be convertible into such reciprocally adjusted number of shares of Common Stock, or such other consideration as a holder of eight (8) shares of Common Stock would be entitled to receive as a result of any such Reorganization. Any holder desiring to effect such a conversion shall provide notice to the Corporation of the conversion by delivering stock certificates representing the shares of Class A-1 Preferred Stock to be converted to the Corporation, duly endorsed, with an instruction -letter requesting conversion. The effective date of any such conversion shall be the date the Corporation actually receives such notice and certificate(s) duly endorsed (the "Conversion Date"). Upon such receipt, the Corporation shall promptly transmit instructions to its transfer agent to issue to such holder certificate(s) representing the Common Stock, as of the Conversion Date. In the event less than all the shares of Class A-1 Preferred Stock represented by the tendered certificate are to be converted, the Corporation will cause a new certificate, representing the unconverted shares of Class A-1 Preferred Stock, to be issued to such holder. All shares of Class A-1 Preferred Stock which shall at any time have been converted shall, after such conversion, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors or an Authorized Board Committee.

Right of Conversion. Any Except as provided in paragraph (b) of this Section 4, no holder of Class A-1 Series A Preferred Shares may convert such shares into shares of Common Stock at any time, time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to timetime after such anniversary date, may at its option convert all, or any number less than all, of the shares of Class A-1 Preferred Stock into shares of the Corporation's common stock, $.10 par value (the "Common Stock") on the basis terms and subject to the conditions set forth in this Section 4, any holder of one (1) share of Class A-1 Series A Preferred Stock for eight (8) shares of Common Stock. In the event of a merger, consolidation, recapitalization or other reorganization, including any stock splits, reverse stock splits, or stock dividends, affecting the Common Stock (the "Reorganization") the right to convert the Class A-1 Preferred Stock Shares shall be automatically modified entitled, at the option of such holder, to provide that each share cause any or all of Class A-1 Preferred Stock shall such shares to be convertible converted into such reciprocally adjusted number of shares of Common Stock, or such other consideration as a holder of eight (8) shares of Common Stock would be entitled to receive of the Corporation at the conversion rate set forth in paragraph (d) of this Section 4, as a result of any the Proposed Conversion Date specified in such Reorganization. Any holder desiring to effect such a conversion shall provide holder's notice to the Corporation delivered pursuant to paragraph (e) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the conversion outstanding Series A Preferred Shares held by delivering stock certificates representing the shares of Class A-1 Preferred Stock to be converted to the Corporation, duly endorsed, with an instruction -letter requesting conversion. The effective date of any such conversion shall be the date the Corporation actually receives such notice and certificate(s) duly endorsed (the "Conversion Date"). Upon such receipt, the Corporation shall promptly transmit instructions to its transfer agent to issue to such holder certificate(s) representing the Common Stock, as of the Conversion Date. In the event less than all the shares of Class A-1 Preferred Stock represented by the tendered certificate are to be converted, the Corporation will cause a new certificate, representing the unconverted shares of Class A-1 Preferred Stock, to be issued to such holder. All shares Notwithstanding anything to the contrary in this paragraph (a), the holder of Class A-1 Series A Preferred Stock which shall at Shares may provide notice of its intention to convert any time have been converted shall, after such conversion, have the status or all of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as part the Proposed Conversion Date specified in such notice is a date after the date of a particular series by the Board of Directors or an Authorized Board Committeesuch fourth anniversary.

Right of Conversion. Any Except as provided in paragraph (b) of this ------------------- Section 4, no holder of Class A-1 Series A Preferred Shares may convert such shares into shares of Common Stock at any time, time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to timetime after such anniversary date, may at its option convert all, or any number less than all, of the shares of Class A-1 Preferred Stock into shares of the Corporation's common stock, $.10 par value (the "Common Stock") on the basis terms and subject to the conditions set forth in this Section 4, any holder of one (1) share of Class A-1 Series A Preferred Stock for eight (8) shares of Common Stock. In the event of a merger, consolidation, recapitalization or other reorganization, including any stock splits, reverse stock splits, or stock dividends, affecting the Common Stock (the "Reorganization") the right to convert the Class A-1 Preferred Stock Shares shall be automatically modified entitled, at the option of such holder, to provide that each share cause any or all of Class A-1 Preferred Stock shall such shares to be convertible converted into such reciprocally adjusted number of shares of Common Stock, or such other consideration as a holder of eight (8) shares of Common Stock would of the Corporation at an initial per share rate equal to the result obtained by dividing (i) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be entitled to receive subsequently adjusted hereunder (the "Conversion Rate"), as a result of any the Proposed --------------- Conversion Date specified in such Reorganization. Any holder desiring to effect such a conversion shall provide holder's notice to the Corporation delivered pursuant to paragraph (d) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the conversion outstanding Series A Preferred Shares held by delivering stock certificates representing the shares of Class A-1 Preferred Stock to be converted to the Corporation, duly endorsed, with an instruction -letter requesting conversion. The effective date of any such conversion shall be the date the Corporation actually receives such notice and certificate(s) duly endorsed (the "Conversion Date"). Upon such receipt, the Corporation shall promptly transmit instructions to its transfer agent to issue to such holder certificate(s) representing the Common Stock, as of the Conversion Date. In the event less than all the shares of Class A-1 Preferred Stock represented by the tendered certificate are to be converted, the Corporation will cause a new certificate, representing the unconverted shares of Class A-1 Preferred Stock, to be issued to such holder. All shares Notwithstanding anything to the contrary in this paragraph (a), the holder of Class A-1 Series A Preferred Stock which shall at Shares may provide notice of its intention to convert any time have been converted shall, after such conversion, have the status or all of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as part the Proposed Conversion Date specified in such notice is a date after the date of a particular series by the Board of Directors or an Authorized Board Committeesuch fourth anniversary.

Right of Conversion. Any Except as provided in paragraph (b) of this Section 4, no holder of Class A-1 Series A Preferred Shares may convert such shares into shares of Common Stock at any time, time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to timetime after such anniversary date, may at its option convert all, or any number less than all, of the shares of Class A-1 Preferred Stock into shares of the Corporation's common stock, $.10 par value (the "Common Stock") on the basis terms and subject to the conditions set forth in this Section 4, any holder of one (1) share of Class A-1 Series A Preferred Stock for eight (8) shares of Common Stock. In the event of a merger, consolidation, recapitalization or other reorganization, including any stock splits, reverse stock splits, or stock dividends, affecting the Common Stock (the "Reorganization") the right to convert the Class A-1 Preferred Stock Shares shall be automatically modified entitled, at the option of such holder, to provide that each share cause any or all of Class A-1 Preferred Stock shall such shares to be convertible converted into such reciprocally adjusted number of shares of Common Stock, or such other consideration as a holder of eight (8) shares of Common Stock would of the Corporation at an initial per share rate equal to the result obtained by dividing (i) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be entitled to receive subsequently adjusted hereunder (the "Conversion Rate"), as a result of any the Proposed Conversion Date specified in such Reorganization. Any holder desiring to effect such a conversion shall provide holder's notice to the Corporation delivered pursuant to paragraph (e) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the conversion outstanding Series A Preferred Shares held by delivering stock certificates representing the shares of Class A-1 Preferred Stock to be converted to the Corporation, duly endorsed, with an instruction -letter requesting conversion. The effective date of any such conversion shall be the date the Corporation actually receives such notice and certificate(s) duly endorsed (the "Conversion Date"). Upon such receipt, the Corporation shall promptly transmit instructions to its transfer agent to issue to such holder certificate(s) representing the Common Stock, as of the Conversion Date. In the event less than all the shares of Class A-1 Preferred Stock represented by the tendered certificate are to be converted, the Corporation will cause a new certificate, representing the unconverted shares of Class A-1 Preferred Stock, to be issued to such holder. All shares Notwithstanding anything to the contrary in this paragraph (a), the holder of Class A-1 Series A Preferred Stock which shall at Shares may provide notice of its intention to convert any time have been converted shall, after such conversion, have the status or all of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as part the Proposed Conversion Date specified in such notice is a date after the date of a particular series by the Board of Directors or an Authorized Board Committeesuch fourth anniversary.