Common use of Right to Redeem; Notice to Trustee Clause in Contracts

Right to Redeem; Notice to Trustee. Prior to December 20, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of Securities called for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the Trustee.

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in parts from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as prior to September 5, 2004 (a whole, or from time to time in part"Provisional Redemption"), at a redemption price Redemption Price equal to 100$1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), on the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the principal amount of Securities called Conversion Price for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day before prior to the date of mailing of the provisional notice of redemption (the "Notice Date"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment, at its option, in cash or Common Stock (the "Make-Whole Payment") with respect to the Securities called for redemption to holders on the Notice Date in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (as defined belowor August 24, 2001 if no interest has been paid) through September 1, 2004. Payments made in Common Stock will be valued at 95% of the average Closing Price Prices of the Common Stock exceeds (y) 120% of for the Conversion Price of the Securities five trading days ending on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days day prior to the Provisional Redemption Date as fixed by Date. The Company shall make the Company (unless a shorter notice shall be satisfactory to Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Trustee) of the Redemption Notice Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the TrusteeProvisional Redemption Date.

Right to Redeem; Notice to Trustee. Prior The Securities may be redeemed at the election of the Company, as a whole or in part from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as prior to February 15, 2011 (a whole, or from time to time in part“Provisional Redemption”), at a redemption price equal to 100$1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) if (1) the Quoted Price of the Common Stock has exceeded 150% of the principal amount of Securities called conversion price in effect at such time for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day before prior to the date of mailing of the notice of Provisional Redemption (the “Provisional Redemption Notice Date”), and (as defined below2) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price a shelf registration statement covering resales of the Securities on and Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30th Trading Day of 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment DateProvisional Redemption, the Company shall be required make to pay accrued and unpaid interest Holders an additional payment (the “Make-Whole Payment”) with respect to the Holders in whose name the Securities are registered at the close of business on such Regular Record Datecalled for redemption. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the The Make-Whole Payment per $1,000 principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction redeemed shall equal $165 less any interest actually paid on $1,000 principal amount of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after from the date of notice issuance through the Provisional Redemption Date. The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the Make-Whole Payment in the redemption notice; PROVIDED, HOWEVER, that the Company’s right to exercise its election to make the Trustee.Make-Whole Payment by issuing shares of Common Stock shall be conditioned upon:

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in part from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as prior to August 20, 2003 (a whole"Provisional Redemption"), or from time upon at least 20 and not more than 60 days' notice by mail to time in part, the Holders of the Securities at a redemption price equal to 100$1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the principal amount of Securities called Conversion Price for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day before prior to the date of mailing of the notice of Provisional Redemption (the "Notice Date"), and (as defined below2) a shelf registration statement covering resales of the Closing Price of Securities and the Common Stock exceeds issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. Upon any such Provisional Redemption, the Company, if a shelf registration statement covering resales of such Common Stock is effective and expected to remain effective and available for use for the 30 days following the Redemption Date or Provisional Redemption Date, shall make an additional payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (ythe "Make-Whole Payment") 120% of the Conversion Price of with respect to the Securities called for redemption to holders on the 30th Trading Day of such period. Notice of any redemption pursuant Date in an amount equal to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 $112.50 per $1,000 principal amount of the Securities, it shall notify less the Trustee amount of any interest actually paid on such Securities prior to the date of redemption. Payments made in Common Stock will be valued at least 25 days 97% of the average closing sales prices of Common Stock for the five Trading Days ending on the day prior to the Redemption Date as fixed by Date. The Company shall make the Company (unless a shorter notice shall be satisfactory to Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Trustee) of the Redemption Notice Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the TrusteeProvisional Redemption Date.

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in part from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as prior to February 20, 2005 (a whole, or from time to time in part"Provisional Redemption"), at a redemption price equal to 100$1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), on the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the principal amount of Securities called Conversion Price for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day before prior to the date of mailing of the notice of Provisional Redemption (the "Notice Date"), and (as defined below2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment (the "Make-Whole Payment") with respect to the Securities called for redemption to Holders in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or February 15, 2002, if no interest has been paid) through February 15, 2005. Payments made in Common Stock will be valued at 97% of the average of the Closing Price Prices of the Common Stock exceeds for the five consecutive Trading Days ending on the Trading Day immediately preceding the Provisional Redemption Date. The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock (yor a combination of cash and Common Stock) 120% and shall specify the type of consideration for the Make-Whole Payment in the redemption notice; PROVIDED, HOWEVER, that payment of the Conversion Price Make-Whole Payment may not be made in shares of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On Common Stock, in whole or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at unless (i) the Redemption Price. In shares of Common Stock to be issued in payment of the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on Make-Whole Payment have been registered or before the corresponding Interest Payment Date, the Company shall qualified for sale under applicable federal and state securities laws or may be required to pay accrued and unpaid interest issued to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 an applicable exemption therefrom; (ii) the shares of Common Stock to be issued in payment of the SecuritiesMake-Whole Payment are listed or quoted as of the Provisional Redemption Date on a national securities exchange or on the Nasdaq National Market; (iii) all shares of Common Stock that may be issued in payment of the Make-Whole Payment shall be newly issued shares, it shall notify upon issue, be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive or similar rights and free of any lien or adverse claim; and (iv) a shelf registration covering resale of the Trustee at least 25 shares of Common Stock to be issued in payment of the Make-Whole Payment is effective and expected to remain effective and available for use for the 30 days prior following the Provisional Redemption Date to the Redemption Date as fixed by the Company (unless a shorter notice shall extent that such shares of Common Stock to be satisfactory to the Trustee) issued in payment of the Redemption Make-Whole Payment have not been registered or qualified for sale under applicable federal or state securities laws. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the principal amount of Securities to be redeemedProvisional Redemption Date. Any such notice to the Trustee given The Make-Whole Payment payable with respect to a redemption prior any such Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date shall not be reduced to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption extent that any interest has accrued on and is unpaid as of the date the notice on which such Securities are converted. The Company will not issue fractional shares of redemption is mailed. If fewer than all Common Stock upon payment of the Securities are to be redeemedMake-Whole Payment with Common Stock. In lieu thereof, the record date relating to such redemption Company will pay an amount in cash for the current market value of the fractional shares. The current market value of a fractional share shall be selected by the Company and given determined (calculated to the Trustee, which record date shall not be less than five days after nearest 1/1000th of a share) by multiplying the date Closing Price (determined as set forth in Section 4.6(g)) of notice the Common Stock on the Trading Day immediately prior to the TrusteeProvisional Redemption Date by such fractional share and rounding the product to the nearest whole cent.