Common use of Conversion Amount Clause in Contracts

Conversion Amount. Subject to the conversion limitations set forth herein and in Section 1.1(b) below and Section 1.6 below, the Holder shall have the right from time to time, and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.5(a) or Article III or any payments pursuant to Section 1.6, each in respect of the remaining outstanding principal amount of this Debenture, to convert all or any part of the outstanding and unpaid principal amount of this Debenture into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined in Section 1.2 below) determined as provided herein (a "CONVERSION"); PROVIDED, HOWEVER, that in no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debentures, the unexercised Warrants or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13 D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by dividing the Conversion

Conversion Amount. Subject to the conversion limitations set forth herein and in Section 1.1(b) below and Section 1.6 below, the Holder shall have the right from time to time, and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.5(a) or Article III or any payments pursuant to Section 1.6, each in respect of the remaining outstanding principal amount of this Debenture, to convert all or any part of the outstanding and unpaid principal amount of this Debenture into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined in Section 1.2 below) determined as provided herein (a "CONVERSION"); PROVIDED, HOWEVER, that in no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion of this Debenture upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debentures, the unexercised Warrants or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13 D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Debenture shall be determined by dividing the ConversionConversion Amount (as defined below) by the applicable Conversion Price. The term "CONVERSION AMOUNT" means, with respect to any conversion of this Debenture, the sum of (1) the principal amount of this Debenture to be converted in such conversion, PLUS (2) all accrued and unpaid interest thereon for the period beginning on the Issue Date and ending on the Conversion Date (as defined in Section 1.4 thereof), PLUS (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2), PLUS (4) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(e) hereof or pursuant to Section 2(b) of that certain Registration Rights Agreement, dated as of February 11, 1999, executed in connection with the initial issuance of this Debenture and the other Debentures issued on the Issue Date (the "REGISTRATION RIGHTS AGREEMENT").

Conversion Amount. Subject to the conversion limitations set forth herein and in Section 1.1(bArticle II.A(2) below and Section 1.6 below, the Holder shall have the right may, at its option at any time and from time to time, and at any time on or prior to the earlier of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.5(a) or Article III or any payments pursuant to Section 1.6, each in respect of the remaining outstanding principal amount upon surrender of this DebentureNote, to convert all or any part of the outstanding and unpaid principal amount portion of this Debenture Note into Common Stock as set forth below (an "OPTIONAL CONVERSION"). This Note shall be convertible into such number of fully paid and non-assessable nonassessable shares of Common Stock, Stock as such Common Stock exists on the Issue Date, or any other shares of capital stock or other securities of the Borrower Corporation into which such Common Stock shall hereafter be is thereafter changed or reclassified, at as is determined by dividing (a) the Conversion Amount (as defined below) by (b) the Conversion Price (as defined in Section 1.2 Article II.B below) determined as provided herein (a "CONVERSION"); PROVIDEDprovided, HOWEVERhowever, that in no event (other than pursuant to the Automatic Conversion (as defined in Article IV)) shall the Holder be entitled to convert any portion of this Debenture in excess of Note to the extent that portion of this Debenture upon conversion of which the sum of (1x) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debenturesthis Note, the unexercised Warrants or the unexercised or unconverted portion of any other security securities of the Borrower Corporation subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2y) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its Holder's affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13 DRegulation 13D-G thereunder, except as otherwise provided in clause (1x) of such proviso. The number "CONVERSION AMOUNT" means the portion of shares of Common Stock to be issued upon each conversion the principal amount of this Debenture shall be determined by dividing Note being converted, plus all accrued and unpaid interest thereon for the Conversionperiod beginning on the Issue Date and ending on the Conversion Date (as defined in Article II(B)(1)), plus any Conversion Default Payments (as defined in Article II.F) and Delivery Default Payments (as defined in Article II.D(3)) payable with respect thereto, together with any other amounts owed to Holder pursuant to Section 2(c) of the Registration Rights Agreement.