Common use of Right to Convert; Conversion Price Clause in Contracts

Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, commencing on the earlier of the Effective Date (as hereinafter defined) or 90 days after the Original Issuance Date (as hereinafter defined), the holder of any shares of Series G Convertible Preferred Stock shall have the right to convert each such share of Series G Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series G Convertible Preferred Stock) into a number of shares of Common Stock equal to the Stated Value of such share or shares of Series G Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $1.35 and 100 shares of Series G Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $1.15 per share of Common Stock ($1.35 x .85), whereupon the Stated Value of $100,000 of Series G Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series G Convertible Preferred Stock into 86,957 shares of Common Stock ($100,000 divided by 1.15 equals 86,957). However, in no event shall the Conversion Price be greater than 130% of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P. on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date (the "Maximum Conversion Price").The right of each holder to convert shares of Series G Convertible Preferred Stock into shares of Common Stock is subject to the limitations set forth in Paragraph 5(b) below, and for the purpose of complying with the limitation set forth in Paragraph 5(b)(ii), shall be prorated among the original purchasers of the shares of Series G Convertible Preferred Stock (the "Initial Holders') and their subsequent transferees, if any, based upon the number of shares of Series G Convertible Preferred Stock purchased by the Initial Purchasers. In addition, instead of issuing shares of Common Stock upon conversion, upon prior written notice to the holder, the Corporation may elect to pay the holder an amount in cash equal to (i) the closing sale price on the Principal Market on the day prior to the date of conversion (the "Conversion Date") multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, or any combination of cash and shares of Common Stock. If notice of the Corporation's election to pay the holder in cash is not received by the holder prior to the receipt by the Corporation of a Conversion Notice, the Corporation shall pay the holder in shares of Common Stock. As used herein, "Effective Date" means the date a registration statement for the resale of the shares of Common Stock that may be acquired upon conversion of the Series G Convertible Preferred Stock is declared effective by the Securities and Exchange Commission; and "Original Issuance Date" means the date upon which shares of Series G Convertible Preferred Stock are initially issued.

Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, commencing on the earlier of the Effective Date (as hereinafter defined) or 90 days after the Original Issuance Date (as hereinafter defined), the holder of any shares of Series G H Convertible Preferred Stock shall have the right to convert each such share of Series G H Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series G H Convertible Preferred Stock) into a number of shares of Common Stock equal to the Stated Value of such share or shares of Series G H Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Market Price"), after (ii) discounting the Market Price by 1520% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $1.35 1.00 and 100 shares of Series G H Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $1.15 0.80 per share of Common Stock ($1.35 x .85)Stock, whereupon the Stated Value of $100,000 of Series G H Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series G H Convertible Preferred Stock into 86,957 125,000 shares of Common Stock ($100,000 divided by 1.15 0.80 equals 86,957125,000). However, in no event shall the Conversion Price be greater than 130% of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P. on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date (the "Maximum Conversion Price").The right of each holder to convert shares of Series G H Convertible Preferred Stock into shares of Common Stock is subject to the limitations set forth in Paragraph 5(b) below, and for the purpose of complying with the limitation set forth in Paragraph 5(b)(ii), shall be prorated among the original purchasers of the shares of Series G H Convertible Preferred Stock (the "Initial Holders') and their subsequent transferees, if any, based upon the number of shares of Series G H Convertible Preferred Stock purchased by the Initial Purchasers. In addition, instead of issuing shares of Common Stock upon conversion, upon prior written notice to the holder, the Corporation may elect to pay the holder an amount in cash equal to (i) the closing sale price on the Principal Market on the day prior to the date of conversion (the "Conversion Date") multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, or any combination of cash and shares of Common Stock. If notice of the Corporation's election to pay the holder in cash is not received by the holder prior to the receipt by the Corporation of a Conversion Noticenotice of conversion, the Corporation shall pay the holder in shares of Common Stock. As used herein, "Effective Date" means the date a registration statement for the resale of the shares of Common Stock that may be acquired upon conversion of the Series G H Convertible Preferred Stock is declared effective by the Securities and Exchange Commission; and "Original Issuance Date" means the date upon which shares of Series G H Convertible Preferred Stock are initially issued.

Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, commencing on the earlier of the Effective Date (as hereinafter defined) or 90 days after the Original Issuance Date (as hereinafter defined), the holder of any shares of Series G E Convertible Preferred Stock shall have the right to convert each such share of Series G E Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series G E Convertible Preferred Stock) into a number an amount of shares of Common Stock equal to the Stated Value of such share or shares of Series G E Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $1.35 3.00 and 100 shares of Series G E Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $1.15 2.55 per share of Common Stock ($1.35 3.00 x .85), whereupon the Stated Value of $100,000 of Series G E Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series G E Convertible Preferred Stock into 86,957 39,216 shares of Common Stock ($100,000 divided by 1.15 $2.55 equals 86,95739,216). However, in no event shall the Conversion Price be greater than 130150% of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P. L.P., on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date date upon which the Series E Convertible Preferred Stock was originally issued (the "Maximum Conversion Price").The right of each holder to convert shares of Series G Convertible Preferred Stock into shares of Common Stock is subject to the limitations set forth in Paragraph 5(b) below, and for the purpose of complying with the limitation set forth in Paragraph 5(b)(iiPrice"), shall be prorated among the original purchasers of the shares of Series G Convertible Preferred Stock (the "Initial Holders') and their subsequent transferees, if any, based upon the number of shares of Series G Convertible Preferred Stock purchased by the Initial Purchasers. In addition, if the Conversion Price on any date of conversion (a "Conversion Date") is less than $3.00, then instead of issuing shares of Common Stock upon conversion, upon prior written notice to the holder, the Corporation may elect to pay the holder an amount in cash equal to (i) the closing sale price on the Principal Market on the day prior to the date of conversion (the "Conversion Date") Date multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, or any combination of cash and shares of Common Stock. If notice of the Corporation's election to pay the holder in cash is not received by the holder prior to the receipt by the Corporation of a Conversion Notice, the Corporation shall pay the holder in shares of Common Stock. As used herein, "Effective Date" means the date a registration statement for the resale of the shares of Common Stock that may be acquired upon conversion of the Series G Convertible Preferred Stock is declared effective by the Securities and Exchange Commission; and "Original Issuance Date" means the date upon which shares of Series G Convertible Preferred Stock are initially issued.

Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, commencing on the earlier of the Effective Date (as hereinafter defined) or 90 days after the Original Issuance Date (as hereinafter defined), the holder of any shares of Series G B Convertible Preferred Stock shall have the right to convert each such share of Series G B Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series G B Convertible Preferred Stock) into a number an amount of shares of Common Stock equal to the Stated Value of such share or shares of Series G B Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Conversion Date") (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $1.35 3.00 and 100 shares of Series G B Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $1.15 2.55 per share of Common Stock ($1.35 3.00 x .85), whereupon the Stated Value of $100,000 of Series G B Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series G B Convertible Preferred Stock into 86,957 39,216 shares of Common Stock ($100,000 divided by 1.15 $2.55 equals 86,95739,216). However, in no event shall the Conversion Price be greater than 130175% of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P. L.P., on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date Date, as defined in the next paragraph (the "Maximum Conversion Price").The right of each holder to convert shares of Series G Convertible Preferred Stock into shares of Common Stock is subject to the limitations set forth in Paragraph 5(b) below, and for the purpose of complying with the limitation set forth in Paragraph 5(b)(iiPrice"), shall be prorated among the original purchasers of the shares of Series G Convertible Preferred Stock (the "Initial Holders') and their subsequent transferees, if any, based upon the number of shares of Series G Convertible Preferred Stock purchased by the Initial Purchasers. In addition, if the Conversion Price on any Conversion Date is less than $3.00, then instead of issuing shares of Common Stock upon conversionconversion the Corporation may elect, upon prior written notice to the holderholder not later than one business day after receipt of a Conversion Notice, the Corporation may elect to pay the holder an amount in cash equal to the greater of (iA)(i) the closing sale price on the Principal Market on the day prior to the date of conversion (the "Conversion Date") Date multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, or any combination (B) 120% of the Stated Value of the shares of Series B Convertible Preferred Stock to be converted as set forth in the Conversion Notice, provided such cash and payment is made not later than the third business day after receipt of the Conversion Notice. Unless the Corporation shall have obtained the approval of its voting stockholders to such issuance, if required, under applicable law or, if required, in accordance with the rules of the Principal Market, as the case may be, the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series B Convertible Preferred Stock if such issuance of Common Stock. If notice , when added to the number of shares of Common Stock previously issued by the Corporation upon conversion of shares of the Series B Convertible Preferred Stock, would result in the issuance of more than the number of shares of Common Stock authorized by the Company's Restated Certificate of Incorporation, as the same may be amended as of the date of such conversion, or would equal or exceed twenty percent (20%) of the number of shares of the Corporation's election Common Stock which were issued and outstanding on the Original Issuance Date; and, in the case of either event, the Corporation must honor such conversion request in cash in accordance with the previous sentence, irrespective of the Conversion Price. If the Corporation fails to pay the holder cash amount referred to in cash is not received by the holder prior to immediately preceding sentence within three business days after the receipt by the Corporation of a Conversion Notice, interest will accrue on such cash amount commencing on the Corporation shall pay fourth business day after the holder in shares receipt of Common Stock. As used herein, "Effective Date" means the date a registration statement for the resale of the shares of Common Stock that may be acquired upon conversion of the Series G Convertible Preferred Stock is declared effective by the Securities and Exchange Commission; and "Original Issuance Date" means the date upon which shares of Series G Convertible Preferred Stock are initially issued.such Conversion Notice

Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, commencing on the earlier of the Effective Date (as hereinafter defined) or 90 days after the Original Issuance Date (as hereinafter defined), the holder of any shares of Series G F Convertible Preferred Stock shall have the right to convert each such share of Series G F Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series G F Convertible Preferred Stock) into a number of shares of Common Stock equal to the Stated Value of such share or shares of Series G F Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $1.35 and 100 shares of Series G F Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $1.15 per share of Common Stock ($1.35 x .85), whereupon the Stated Value of $100,000 of Series G F Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series G F Convertible Preferred Stock into 86,957 shares of Common Stock ($100,000 divided by 1.15 equals 86,957). However, in no event shall the Conversion Price be greater than 130% $1.22 per share of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P. on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date (the "Maximum Conversion Price").The right of each holder to convert shares of Series G F Convertible Preferred Stock into shares of Common Stock is subject to the limitations set forth in Paragraph 5(b) below, and for the purpose of complying with the limitation set forth in Paragraph 5(b)(ii), shall be prorated among the original purchasers of the shares of Series G F Convertible Preferred Stock (the "Initial Holders'Purchasers") and their subsequent transferees, if any, based upon the number of shares of Series G F Convertible Preferred Stock purchased by the Initial Purchasers. In addition, instead of issuing shares of Common Stock upon conversion, upon prior written notice to the holder, the Corporation may elect to pay the holder an amount in cash equal to (i) the closing sale price on the Principal Market on the day prior to the date of conversion (the "Conversion Date") multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, or any combination of cash and shares of Common Stock. If notice of the Corporation's election to pay the holder in cash is not received by the holder prior to the receipt by the Corporation of a Conversion Notice, the Corporation shall pay the holder in shares of Common Stock. As used herein, "Effective Date" means the date a registration statement for the resale of the shares of Common Stock that may be acquired upon conversion of the Series G Convertible Preferred Stock is declared effective by the Securities and Exchange Commission; and "Original Issuance Date" means the date upon which shares of Series G Convertible Preferred Stock are initially issued.