Common use of Conversion at Option of Holder Clause in Contracts

Conversion at Option of Holder. Subject to and upon compliance with the provisions of this Section 10, each Holder shall have the right, at such Holder's option, at any time (except that if such Holder shall have exercised redemption rights under Section 11, such conversion right shall terminate with respect to the shares of Series A Convertible Preferred Stock to be redeemed at the close of business on the last Trading Day prior to the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Price, unless the Corporation shall default in payment due upon redemption of any share of Series A Convertible Preferred Stock) to convert the outstanding shares of Series A Convertible Preferred Stock held by such Holder, or from time to time any portion of such shares, plus an amount equal to accrued and unpaid dividends on such shares, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the aggregate Stated Value of all shares of Series A Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock being converted to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any time any share of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred Stock.

Conversion at Option of Holder. Subject Whenever a Record Holder of Receipts shall elect to and upon compliance convert shares of Preferred Stock underlying the Depositary Shares evidenced by such Receipts in accordance with the provisions of this Section 10the Certificate, each Holder it shall have deliver Receipts evidencing the right, at such Holder's option, at any time (except that if such Holder shall have exercised redemption rights under Section 11, such conversion right shall terminate with respect Depositary Shares relating to the shares of Series A Convertible Preferred Stock to be redeemed at converted, together with written notice of conversion and a proper assignment of the Receipts to the Company or in blank to the Depositary or its agent. Each optional conversion of shares of Preferred Stock underlying Depositary Shares shall be deemed to have been effected immediately prior to the close of business on the last Trading Day prior to date of which the foregoing requirements have been satisfied. From and after the relevant date fixed for conversions (the Corporation pays or deposits in accordance with Section 15(c) "Conversion Date")(unless the applicable Optional Redemption Price, unless the Corporation Company shall default in payment due upon redemption of any share of Series A Convertible Preferred Stock) have failed to convert the outstanding shares of Series A Convertible Preferred Stock held to be converted by it), all dividends or Quarterly Return Amounts in respect of the shares of Preferred Stock so called for conversion shall cease to accumulate, the shares of Preferred Stock and Depositary Shares so converted shall be deemed no longer to be outstanding, and all rights of the Record Holders of Receipts evidencing such Holder, or from time Depositary Shares (except the right to time any portion of such shares, plus an amount equal to accrued and unpaid dividends on such shares, into that number of fully paid and non-assessable receive shares of Common Stock and, if applicable, cash upon conversion) shall, to the extent of such Depositary Shares, cease and terminate. Upon any surrender for conversion of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), shares of Preferred Stock underlying such Depositary Shares shall be converted by the Company (as such shares shall then nearly as may be constitutedpracticable without creating fractional shares) obtained by dividing (1) the sum of (x) the aggregate Stated Value of all into shares of Series A Convertible Preferred Common Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares at a conversion rate equal to one-twentieth of Series A Convertible Preferred Stock being converted to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any time any share of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable received upon conversion of any each share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision pursuant to the Certificate. The foregoing shall be made as if a sufficient number subject further to the terms and conditions of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred Stockthe Certificate.

Conversion at Option of Holder. Subject to and upon compliance with The holders of the provisions of this Section 10, each Holder shall have the right, at such Holder's option, Series G Convertible Preferred Stock may at any time (on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series G Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided, except that if such Holder shall have exercised redemption rights under Section 11, no such conversion right shall terminate be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series A G Convertible Preferred Stock to may be redeemed converted at the close office of business on the last Trading Day prior to Conversion Agent or at such other additional office or offices, if any, as the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Price, unless the Corporation shall default in payment due upon redemption Board of any share of Series A Convertible Preferred Stock) to convert the outstanding shares of Series A Convertible Preferred Stock held by such Holder, or from time to time any portion of such shares, plus an amount equal to accrued and unpaid dividends on such sharesDirectors may designate, into that such number of fully paid and non-assessable nonassessable shares of Common Stock (calculated as such shares shall then be constitutedto each conversion to the nearest 1/100th of a share) obtained determined by dividing (1x) the sum of (xi) the aggregate Stated Value of all shares Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series A Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (2y) the Conversion Price in effect on for such Conversion Date (the applicable "Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(bRate"); provided, however, that, if at that in no event shall any time any share holder of shares of Series A G Convertible Preferred Stock is converted be entitled to convert any shares of Series G Convertible Preferred Stock in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the excess of that number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A G Convertible Preferred Stock would otherwise be converted and upon conversion of which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying sum of (x1) the number of shares of Common Stock which beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the Corporation is unable to issue times ownership of (x) unconverted shares of Series G Convertible Preferred Stock and (y) the arithmetic average unconverted or unexercised portion of any instrument, including, without limitation, the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A H Convertible Preferred Stock and the Warrants, which contains limitations similar to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under those set forth in this Section 10. For purposes of Sections 10(esentence) and 10(f), whenever a provision references (2) the shares number of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon the conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient the number of shares of Common Series G Convertible Preferred Stock were then available for issuance upon conversion with respect to which the determination in full this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of all such holder of more than 4.9% of the outstanding shares of Series A Convertible Preferred 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 Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence.

Conversion at Option of Holder. Subject to and upon compliance with the provisions of the Indenture, the Holder of this Section 10, each Holder shall have the rightSecurity is entitled, at such Holder's its option, at any time after the original issue date of the Securities and on or before the close of business two (except 2) New York Business Days prior to Maturity, to convert this Security or any portion of the principal amount hereof that is U.S.$2,000 or an integral multiple of U.S.$1,000 (provided that the unconverted portion of such principal amount is U.S.$2,000 or any integral multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at the initial Conversion Rate of 1,111.11 shares of Common Stock per U.S.$1,000 principal amount of Securities (or at the current adjusted Conversion Rate, if any adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose accompanied by a duly signed and completed notice of conversion stating that the Holder elects to convert such Holder shall have exercised redemption rights under Section 11Security or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted. The interest payable on such conversion right shall terminate Interest Payment Date, with respect to any Security (or portion thereof, if applicable) that is surrendered for conversion during the shares of Series A Convertible Preferred Stock to be redeemed at period from the close of business on the last Trading Day prior any Record Date next preceding any Interest Payment Date to the date opening of business on such Interest Payment Date, shall be paid to the Corporation pays or deposits Holder of such Security as of such Record Date. Interest payable in accordance with Section 15(c) the applicable Optional Redemption Price, unless the Corporation shall default in payment due upon redemption respect of any share of Series A Convertible Preferred Stock) Security surrendered for conversion on or after an Interest Payment Date shall be paid to convert the outstanding shares of Series A Convertible Preferred Stock held by such Holder, or from time to time any portion Holder of such sharesSecurity as of the next preceding Record Date, plus an amount equal to accrued and unpaid dividends on such shares, into that number notwithstanding the exercise of fully paid and non-assessable shares the right of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the aggregate Stated Value of all shares of Series A Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock being converted conversion. Subject to the applicable Conversion Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date by (2) the Conversion Price in effect on next preceding the applicable Conversion Date, by giving a Conversion Notice in respect of any Security (or part thereof, as the manner provided in Section 10(b); providedcase may be) surrendered for conversion, however, that, if at or on account of any time any share dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, (and cash in lieu of fractions thereof, as provided in the shares of Common Stock Indenture) into which a Security is convertible and any rights pursuant to Section 9.04(m) of the Indenture will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest (calculated to the nearest 1/100th of a share) the Company shall pay a cash adjustment as provided in the Indenture. The Conversion Rate is subject to adjustment as provided in the Indenture. No adjustment in the Conversion Rate will be made until such share adjustment would require an increase or decrease of Series A Convertible Preferred Stock at least one percent of such rate; provided that any adjustment that would otherwise be converted made will be carried forward and taken into account in the computation of any subsequent adjustment. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Corporation Company is unable to issuea party or the conveyance, payment in an transfer, sale or lease of all or substantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then Outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount equal to the product obtained of securities, cash and other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease by multiplying (x) a holder of the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during the five consecutive Trading Days Company into which this Security could have been converted immediately prior to the applicable Conversion Date. Any such payment shallconsolidation, for all purposes of this Certificate of Designationsmerger, be deemed to be satisfaction in full of the Corporation's obligation to issue upon conveyance, transfer, sale or lease (assuming such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one is not a Constituent Person or more shares an Affiliate of Series A Convertible Preferred Stock a Constituent Person, failed to Common Stock, exercise any rights of election and only to received per share the extent any such shares kind and amount received per share by a plurality of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(fNon-electing Shares), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred Stock.

Conversion at Option of Holder. Subject to and upon compliance with The holders of the provisions of this Section 10, each Holder shall have the right, at such Holder's option, Series H Convertible Preferred Stock may at any time (on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series H Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided, except that if such Holder shall have exercised redemption rights under Section 11, no such conversion right shall terminate be for less than 50 shares of Series H Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series H Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series H Convertible Preferred Stock shall be entitled, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series A H Convertible Preferred Stock to may be redeemed converted at the close office of business on the last Trading Day prior to Conversion Agent or at such other additional office or offices, if any, as the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Price, unless the Corporation shall default in payment due upon redemption Board of any share of Series A Convertible Preferred Stock) to convert the outstanding shares of Series A Convertible Preferred Stock held by such Holder, or from time to time any portion of such shares, plus an amount equal to accrued and unpaid dividends on such sharesDirectors may designate, into that such number of fully paid and non-assessable nonassessable shares of Common Stock (calculated as such shares shall then be constitutedto each conversion to the nearest 1/100th of a share) obtained determined by dividing (1x) the sum of (xi) the aggregate Stated Value of all shares Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series A Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A H Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series H Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (2y) the Conversion Price in effect on for such Conversion Date (the applicable "Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(bRate"); provided, however, that, if at that in no event shall any time any share holder of shares of Series A H Convertible Preferred Stock is converted be entitled to convert any shares of Series H Convertible Preferred Stock in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the excess of that number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A H Convertible Preferred Stock would otherwise be converted and upon conversion of which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying sum of (x1) the number of shares of Common Stock which beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the Corporation is unable to issue times ownership of (x) unconverted shares of Series H Convertible Preferred Stock and (y) the arithmetic average unconverted or unexercised portion of any instrument, including, without limitation, the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A G Convertible Preferred Stock and the Warrants, which contains limitations similar to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under those set forth in this Section 10. For purposes of Sections 10(esentence) and 10(f), whenever a provision references (2) the shares number of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon the conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient the number of shares of Common Series H Convertible Preferred Stock were then available for issuance upon conversion with respect to which the determination in full this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of all such holder of more than 4.9% of the outstanding shares of Series A Convertible Preferred 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 Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence.

Conversion at Option of Holder. Subject The holders of the Series C Convertible Preferred Stock may, upon surrender of the certificates therefor, convert any or all of their shares of Series C Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as hereinafter provided. Commencing on the respective dates following issuance of shares of Series C Convertible Preferred Stock (such date of initial issuance being referred to herein as the "Issuance Date") shown on the certificates for shares of Series C Convertible Preferred Stock and upon compliance with the provisions of this Section 10, each Holder shall have the right, at such Holder's option, at any time (except that if such Holder shall have exercised redemption rights under Section 11thereafter, such conversion right shall terminate with respect to the shares each share of Series A C Convertible Preferred Stock to may be redeemed converted at the close principal executive offices of business on the last Trading Day prior to Corporation, the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Price, unless the Corporation shall default in payment due upon redemption office of any share of transfer agent for the Series A C Convertible Preferred Stock) to convert , if any, the outstanding shares office of Series A Convertible Preferred any transfer agent for the Common Stock held by or at such Holderother office or offices, or from time to time any portion if any, as the Board of Directors may designate, initially into such shares, plus an amount equal to accrued and unpaid dividends on such shares, into that number of fully paid and non-assessable nonassessable shares of Common Stock (calculated as such shares shall then be constitutedto each conversion to the nearest 1/100th of a share) obtained determined by dividing (1x) the sum of (xi) the aggregate Stated Value of all shares Conversion Amount and (ii) accrued but unpaid dividends up to and including the Conversion Date on the share of Series A C Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued $3.375 (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and unpaid dividends on the shares of Series A Convertible Preferred Stock being converted similar events with respect to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any time any share of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during occurring on or after the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes date of filing of this Certificate of Designations, be deemed to be satisfaction in full Designations with the Secretary of State of the Corporation's obligation State of Delaware), in each case subject to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversionadjustment as hereinafter provided (the "Conversion Rate"). A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only The Conversion Price shall be equal to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references Conversion Amount divided by the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred StockConversion Rate.

Conversion at Option of Holder. Subject In order to and upon compliance with cause the provisions conversion of this any whole or fractional share of Stock into whole shares of Common Stock pursuant to Section 103 of the Statement of Designations, each Holder the holder of the Depositary Shares representing such whole or fractional shares of Stock shall have surrender the right, at Receipts (properly endorsed or assigned for transfer as the Depositary shall require) evidencing such Holder's option, at any time (except that if such Holder shall have exercised redemption rights under Section 11, such conversion right shall terminate with respect Depositary Shares to the Depositary at the New York Office or at the office of such Depositary’s Agent as the Depositary may designate for such purpose, together with (i) an irrevocable notice of election to cause the conversion duly completed and executed, specifying the number of shares of Series A Convertible Preferred underlying Stock to be redeemed at so converted (provided that any notice of election to cause conversion of shares of Stock will not be honored if received by the Depositary after the close of business on the last Trading Day prior a Redemption Date relating to the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Pricesuch shares, unless the Corporation shall default Company defaults in payment due upon of the redemption of any share of Series A Convertible Preferred Stockprice, in which case the right to cause conversion shall be reinstated), (ii) to convert the outstanding shares of Series A Convertible Preferred Stock held by such Holder, name or from time to time any portion of such shares, plus an amount equal to accrued and unpaid dividends on such shares, into that number of fully paid and non-assessable names (with addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued, (iii) if such certificate or certificates are to be issued in a name or names other than that of the record holder of the Receipts surrendered, payment of any applicable transfer taxes and such other documentation as such shares shall then be constitutedrequired by the Depositary in its sole discretion and (iv) obtained by dividing (1) the sum of (x) the aggregate Stated Value of all shares of Series A Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock being converted to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Dateif applicable, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any time any share of Series A Convertible Preferred Stock is converted in whole or in part payments required pursuant to this Section 10(a)2.05. Such written notice shall constitute the holder’s direction to the Depositary to convert the number of whole or fractional shares of Stock represented by such Depositary Shares into Common Stock at the conversion price then in effect under the Statement of Designations. If more than one Receipt shall be delivered for conversion at one time by the same holder, the Corporation does not have available number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Stock to be converted at the direction of that holder on that occasion. Upon receipt by the Depositary of a Receipt or Receipts accompanied by the required written notice of conversion, the Depositary shall promptly surrender to the Company for issuance upon such conversion as authorized and unissued shares conversion, in accordance with the procedures established in the Statement of Designations, a certificate or in its treasury certificates representing at least the number of shares of Common Stock required to be issued pursuant heretoconverted (properly endorsed or assigned for transfer), thentogether with a proper notice of conversion and any other required documentation and, at if applicable, funds received by the election Depositary in payment of such Holder made by notice any transfer taxes or any other applicable payments from such Holder the holder of the surrendered Receipts, and, as soon as practicable thereafter, the Company shall deliver to the Corporation, Depositary for delivery to such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying (x) holder a certificate or certificates evidencing the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average of the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon such conversion. A Holder is not entitled to any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the whole shares of Common Stock issuable upon conversion such conversion, together with cash due in lieu of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of fractional shares of Common Stock were then as hereinafter provided. If less than all the shares of Stock represented by a certificate or certificates are surrendered by the Depositary for purposes of conversion, the Company shall issue to the Depositary a new certificate or certificates representing the shares of Stock not surrendered for conversion. If less than all the Depositary Shares represented by a Receipt or Receipts are surrendered to the Depositary for purposes of conversion, the Depositary shall cause the Registrar to issue to the holder thereof a new Receipt or Receipts for any whole Depositary Shares not surrendered for conversion. Subject to the following provisions of this paragraph, such conversion shall be deemed to have been made as of the date of surrender of the Receipts evidencing Depositary Shares representing shares of Stock to be converted and the receipt thereof by the Depositary, and the person or persons entitled to receive the Common Stock deliverable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date; provided, however, that neither the Company nor the Depositary shall be required to cause the conversion of any shares of Stock while the share transfer books of the Company are closed for any purpose, but the surrender of Receipts evidencing Depositary Shares representing Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in effect on such date. Any Depositary Shares surrendered to the Depositary for conversion after any Dividend Record Date and prior to the Dividend Payment Date with respect to such dividend, the dividend due on such Dividend Payment Date shall be payable to the holder of such Depositary Shares as of such Dividend Record Date notwithstanding such conversion prior to the Dividend Payment Date or the default by the Company in the payment of the dividends due on such Dividend Payment Date. Any Depositary Shares surrendered to the Depositary for conversion during the period from the close of business on any Dividend Record Date to the opening of business on the Dividend Payment Date with respect to such dividend shall (except in the case of Depositary Shares which have been called for redemption on a redemption date within such period) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the dividend payable on such Dividend Payment Date on the Depositary Shares being surrendered for issuance conversion. The dividend with respect to a Depositary Share called for redemption on a redemption date during the period from the close of business on any Dividend Record Date to and including the Dividend Payment Date with respect to such dividend shall be payable on such Dividend Payment Date to the holder of record of such Depositary Shares on such Dividend Record Date notwithstanding the conversion of such Depositary Share after such Dividend Record Date and prior to such Dividend Payment Date, and the holder converting such Depositary Share need not include a payment of such dividend amount upon surrender of such Depositary Share for conversion. Except as provided in this paragraph, no payment or adjustment shall be made upon any conversion of Depositary Shares for accrued and unpaid dividends on the Stock represented by such Depositary Shares or for dividends on the Common Stock issued upon conversion. Upon the conversion of any shares of Stock represented by Depositary Shares for which a request for conversion has been made by the holder of such Depositary Shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding, all rights of the holder of the Receipt or Receipts evidencing such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein and in the Statement of Designations and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt or Receipts evidencing the Depositary Shares so converted shall be cancelled in accordance with Section 2.11 hereof. No fractional shares or scrip representing fractional shares of Common Stock shall be issuable upon conversion of Stock. If any holder who delivers Receipts to the Depositary with instructions for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall deliver to the Depositary for delivery to such holder the cash payment in full lieu of all outstanding such fractional share required to be paid pursuant to the terms of the Statement of Designations. If any event occurs that requires prior notice to the holders of shares of Series A Convertible Preferred StockStock pursuant to Section 3(xi) of the Statement of Designations, then the Company shall, not less than 20 days prior to the record or effective date of such event or, if the notice is required pursuant to Section 9(c) of the Statement of Designations, the Company shall promptly deliver a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations) to the Depositary. Not less than 15 days prior to the record or effective date of such event or, if the notice is required pursuant to Section 9(c) of the Statement of Designations, promptly following receipt of such notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such event to the holders of record of the Depositary Shares, at the addresses as shown on the records of the Depositary. Failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Upon the occurrence of a Change of Control or a Fundamental Change (both as defined in the Statement of Designations), the Company shall, within 5 Business Days after such occurrence, notify the Depositary in writing of such occurrence and shall deliver to the Depositary a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations). Upon its receipt of such form of notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such occurrence to all holders of record of Depositary Shares at the addresses as shown on the records of the Depositary. Upon the occurrence of a Change of Control or Fundamental Change, a holder of a Receipt or Receipts may direct the Depositary to instruct the Company to cause the conversion of all, but not less than all, the Stock underlying such holder’s Depositary Shares into Common Stock at an adjusted conversion price per share equal to the Special Conversion Price (as defined in the Statement of Designations), in accordance with the terms and subject to the conditions set forth in the Statement of Designations. Such a holder of Receipts evidencing Depositary Shares must exercise this special conversion right within the 45-day period after the mailing of the notice by the Depositary or such special conversion right shall expire.

Conversion at Option of Holder. Subject to and upon compliance with The holders of the provisions of this Section 10, each Holder shall have the right, at such Holder's optionSeries B-1 Convertible Preferred Stock may, at any time after the earlier of (except that if such Holder shall have exercised redemption rights under Section 11x) July 31, such conversion right shall terminate with respect to 1997 and (y) the date on which the Registration Statement is first declared effective by the SEC and on or before two (2) years after the Issuance Date, upon surrender of the certificates therefor, convert any or all of their shares of Series A B-1 Convertible Preferred Stock to be redeemed at the close into fully paid and nonassessable shares of business Common Stock and such other securities and property as hereinafter provided. Commencing on the last Trading Day prior to date which is 90 days after the date the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption PriceIssuance Date, unless the Corporation shall default in payment due upon redemption of and at any time thereafter, each share of Series A B-1 Convertible Preferred Stock may be converted at the principal executive offices of the Corporation, the office of any transfer agent for the Series B-1 Convertible Preferred Stock) to convert , if any, the outstanding shares office of Series A Convertible Preferred any transfer agent for the Common Stock held by or at such Holderother office or offices, or from time to time any portion if any, as the Board of Directors may designate, initially into such shares, plus an amount equal to accrued and unpaid dividends on such shares, into that number of fully paid and non-assessable nonassessable shares of Common Stock (calculated as such shares shall then be constitutedto each conversion to the nearest 1/100th of a share) obtained determined by dividing (1x) the sum of (xi) the aggregate Stated Value of all shares Conversion Amount, (ii) accrued but unpaid dividends to the Conversion Date on the share of Series A B-1 Convertible Preferred Stock being converted, and (iii) accrued but unpaid interest on the dividends on the share of Series B-1 Convertible Preferred Stock being converted by such Holder on the same Conversion Date plus (y) accrued and unpaid dividends on the shares of Series A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date by (2y) the lower of (1) the product of (A) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at any time any share of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying Percentage TIMES (x) the number of shares of Common Stock which the Corporation is unable to issue times (yB) the arithmetic average of the Market Closing Price of the Common Stock during on the five consecutive Trading Days trading days immediately prior preceding the Conversion Date or (2) the product of (A) $5.50 (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the applicable Conversion Date. Any such payment shall, for all purposes date of filing of this Certificate of Designations, be deemed to be satisfaction in full Designations with the Secretary of State of the Corporation's obligation State of Delaware) TIMES (B) the Conversion Percentage, in each case subject to issue upon such conversion shares of Common Stock adjustment as hereinafter provided (the "Conversion Rate"); PROVIDED, HOWEVER, that are not then available for issuance upon such conversion. A Holder is not in no event shall any holder be entitled to convert any rights of a holder of Common Stock until such Holder has converted one or more shares of Series A Convertible Preferred Stock to Common Stock, and only to the extent any such shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f), whenever a provision references the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred Stock.B-

Conversion at Option of Holder. (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and upon compliance with the provisions of this Section 1010(a)(iii) regarding conversion of Excess Shares, each Holder shall have the right, at such Holder's option, at holders of the Series A Convertible Preferred Stock may convert any time (except that if such Holder shall have exercised redemption rights under Section 11, such conversion right shall terminate with respect to the or all of their shares of Series A Convertible Preferred Stock to be redeemed at the close into fully paid and nonassessable shares of business on the last Trading Day prior Common Stock and such other securities and property as hereinafter provided. Subject to the date limitations referred to in the Corporation pays or deposits in accordance with Section 15(c) the applicable Optional Redemption Pricepreceding sentence, unless the Corporation shall default in payment due upon redemption of any each share of Series A Convertible Preferred StockStock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Value, (ii) accrued but unpaid dividends to convert the outstanding shares applicable Conversion Date on the share of Series A Convertible Preferred Stock held by such Holderbeing converted, or from time to time any portion of such shares, plus an amount equal to and (iii) accrued and but unpaid interest on the dividends on such shares, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing (1) the sum of (x) the aggregate Stated Value of all shares share of Series A Convertible Preferred Stock being converted by such Holder on in arrears to the same applicable Conversion Date plus at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) accrued the product of (I) the Conversion Percentage with respect to the applicable Conversion Date times (II) the arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and unpaid dividends (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series A Convertible Preferred Stock being converted be entitled to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 10(b); provided, however, that, if at convert any time any share shares of Series A Convertible Preferred Stock is converted in whole or in part pursuant to this Section 10(a), the Corporation does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the excess of that number of shares of Common Stock required to be issued pursuant hereto, then, at the election of such Holder made by notice from such Holder to the Corporation, such share of Series A Convertible Preferred Stock, to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be converted into the right to receive from the Corporation, in lieu of the shares of Common Stock into which such share of Series A Convertible Preferred Stock would otherwise be converted and upon conversion of which the Corporation is unable to issue, payment in an amount equal to the product obtained by multiplying sum of (x1) the number of shares of Common Stock which the Corporation is unable to issue times (y) the arithmetic average beneficially owned by such holder and any person whose beneficial ownership of the Market Price of the Common Stock during the five consecutive Trading Days immediately prior to the applicable Conversion Date. Any such payment shall, for all purposes of this Certificate of Designations, be deemed to be satisfaction in full of the Corporation's obligation to issue upon such conversion shares of Common Stock that are not then available for issuance upon would be aggregated with such conversion. A Holder is not entitled to any rights holder's beneficial ownership of a holder shares of Common Stock until such Holder has converted one or more for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of unconverted shares of Series A Convertible Preferred Stock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock, and only . For purposes of the proviso to the extent any such immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock are deemed to have been converted to Common Stock under this Section 10. For purposes of Sections 10(e) and 10(f)shall, whenever a provision references until such time as such legend, by its terms, no longer applies, contain the shares of Common Stock into which any share of Series A Convertible Preferred Stock is convertible or the shares of Common Stock issuable upon conversion of any share of Series A Convertible Preferred Stock or words of similar import, any determination required by such provision shall be made as if a sufficient number of shares of Common Stock were then available for issuance upon conversion in full of all outstanding shares of Series A Convertible Preferred Stockfollowing legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."