Common use of Conversion Date Clause in Contracts

Conversion Date. (i) The holder of any shares of Series D Convertible Preferred Stock may convert: 90 days after the date upon which the Series D Convertible Preferred Stock was originally issued (the "Original Issuance Date"), 25% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 120 days after the Original Issuance Date, 50% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 150 days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the Original Issuance Date, then all of the shares of Series D Convertible Preferred Stock shall become immediately convertible. (ii) No shares of Series D Convertible Preferred Stock may be converted into Common Stock, to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to the applicable Conversion Notice, the total number of shares of Common Stock deemed beneficially owned by the holder requesting conversion (other than by virtue of the ownership of unconverted shares of Series D Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, would exceed 5% of the total issued and outstanding shares of Common Stock. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding shares of Common Stock, then the Corporation shall redeem so many of such holder's shares of Series D Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder to be deemed the beneficial owner of not more than 5% of the then outstanding shares of Common Stock. (iii) Unless the Corporation shall have obtained the approval of its voting stockholders to such issuance, if required in accordance with the rules of the Principal Market, the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series D Convertible Preferred Stock if such issuance of Common Stock, when added to the number of shares

Conversion Date. On June 1, 2002 and upon each anniversary of such date thereafter (i) The holder of any shares of Series D Convertible Preferred Stock may convert: 90 days after the date upon which the Series D Convertible Preferred Stock was originally issued (the each such date, including June 1, 2002, is hereinafter called an "Original Issuance Anniversary Date"), 25% the Banks may, at the request of Borrower, in the Bank's sole and absolute discretion after conducting an annual meeting of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 120 Banks with the Borrower not less than sixty (60) days after prior to the Original Issuance Anniversary Date, 50% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 150 extend the (a) Borrower at least ninety (90) days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the Original Issuance Date, then all of the shares of Series D Convertible Preferred Stock applicable Anniversary Date shall become immediately convertiblehave given Administrative Agent written notice that Borrower desires such extension. (iib) For each Anniversary Date commencing with the Anniversary Date on June 1, 2003, Borrower shall have paid to Administrative Agent in cash or immediately available funds for distribution to Banks in accordance with their Pro Rata Shares, a non-refundable extension fee (the "Extension Fee") at the rate of one-quarter of one percent (.25%) per annum of the maximum Commitment Amount calculated for the extension period, which fee shall be payable in advance on or before the applicable Anniversary Date. (c) Administrative Agent, in its reasonable discretion, shall have determined that no Material Adverse Change has occurred. (d) No shares Event of Series D Convertible Preferred Stock may Default or no Unmatured Event of Default shall have occurred and be converted into Common Stock, continuing on the date of Borrower's notice of extension to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to Administrative Agent or on the applicable Conversion Notice, the total number Anniversary Date. If Banks holding aggregate Commitments of shares of Common Stock deemed beneficially owned by the holder requesting conversion less than one hundred percent (other than by virtue of the ownership of unconverted shares of Series D Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d100%) of the Securities Exchange Act of 1934Commitment Amount, as amended, and the rules promulgated thereunder, would exceed 5% but at least eighty percent (80%) of the total issued and outstanding shares of Common Stock. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective Commitment Amount, agree to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding shares of Common Stocksuch extension, then (i) the Corporation shall redeem so many of such holder's shares of Series D Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder to be deemed the beneficial owner of not more than 5% of the then outstanding shares of Common Stock. (iii) Unless the Corporation approving Banks may, but shall have obtained no obligation to, require the approval of its voting stockholders dissenting Banks to such issuance, if required transfer and assign to the approving Banks without recourse (in accordance with and subject to the rules restrictions contained herein and in the Co-Lender Agreement) all their interests, rights and obligations under this Agreement, or (ii) Borrower may (A) terminate the Commitments of the Principal Market, dissenting Banks or (B) require the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series D Convertible Preferred Stock if such issuance of Common Stock, when added dissenting Banks to transfer and assign without recourse (in accordance with and subject to the number restrictions contained herein and in the Co-Lender Agreement) all their interests, rights and obligations under this Agreement to another financial institution reasonably acceptable to Administrative Agent which shall assume such obligations; provided that upon the exercise of sharesthe rights described in clause (i) or (ii) above the approving Banks, Borrower or the assignee, as the case may be, shall pay to the dissenting Banks in immediately available funds on the date of such termination or assignment the principal of and interest accrued to the date of payment on the Loans made by them hereunder and all other amounts accrued for their account or owed to them hereunder. From and after

Conversion Date. (i) The holder of any shares of Series D E Convertible Preferred Stock may convert: 90 convert such shares into shares of Common Stock commencing on the earlier of (A) ninety days after the date upon which the Series D E Convertible Preferred Stock was originally issued (the "Original Issuance Date"), 25% of ) and (B) the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 120 days after date a registration statement for the Original Issuance Date, 50% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 150 days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the Original Issuance Date, then all resale of the shares of Common Stock issuable upon conversion of the Series D E Convertible Preferred Stock shall become immediately convertibleis declared effective by the Securities and Exchange Commission. (ii) No shares of Series D E Convertible Preferred Stock may be converted into Common Stock, to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to the applicable Conversion NoticeNotice (as defined in Paragraph 5(c) below), the total number of shares of Common Stock deemed beneficially owned by the holder requesting conversion (other than by virtue of the ownership of unconverted shares of Series D E Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, would exceed 5% of the total issued and outstanding shares of Common Stock. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding shares of Common Stock, then the Corporation shall redeem so many of such holder's shares of Series D E Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder to be deemed the beneficial owner of not more than 5% of the then outstanding shares of Common Stock. (iii) Unless the Corporation shall have obtained the approval of its voting stockholders to such issuance, if required in accordance with the rules of the Principal Market, the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series D E Convertible Preferred Stock if such issuance of Common Stock, when added to the number of sharesshares of Common Stock previously issued by the Corporation upon conversion of shares of the Series E Convertible Preferred Stock, together with shares of Common Stock issued and issuable upon exercise of warrants issued in connection with the sale of shares of Series E Convertible Preferred Stock, would result in the issuance of more than 19.9% of the number of shares of Common Stock which were issued and outstanding on the Original Issuance Date. To the extent the number of shares of Common Stock issuable upon conversion would but for the limitation set forth in this Paragraph 5(b)(iii) exceed such limit, the Corporation shall redeem promptly (but not later than the fifth Trading Day after receipt of the applicable Conversion Notice) the shares of Series C Convertible Preferred Stock that may not be converted into shares of Common Stock as a result of such limitation for an amount in cash equal to the greater of (i) $1,500 per share of Series E Convertible Preferred Stock and (ii) an amount equal to the product of the closing sale price of a share of Common Stock on the Trading Date immediately preceding of the date of the Conversion Notice and the number of shares of Common Stock into which such shares of Series E Convertible Preferred Stock could have been converted but for such limitation on the date of the Conversion Notice. If the Corporation fails to effect such redemption by the fifth Trading Day after the receipt of the applicable Conversion Notice, it shall call a special meeting of stockholders to be held not later than 75 days thereafter.

Conversion Date. (i) The holder of any shares of Series D B Convertible Preferred Stock may convert: 90 days convert the shares of Series B Convertible Preferred Stock purchased by such holder from the Corporation at any time on or after the date upon on which payment for the sale of the first share of Series D B Convertible Preferred Stock was originally issued is received by the Corporation, unless otherwise agreed to in writing by the Corporation and the affected holder (the "Original Issuance Date"), 25% . (ii) In no event shall a holder be permitted to convert any shares of Series B Convertible Preferred Stock in excess of the cumulative amount number of such shares upon the conversion of which, (x) the number of shares of Common Stock owned by such holder (other than shares of Common Stock issuable upon conversion of shares of Series D B Convertible Preferred Stock) plus (y) the number of shares of Common Stock issuable upon such conversion of those shares of Series B Convertible Preferred Stock sought to be converted, would be equal to or exceed 9.9% of the number of shares of Common Stock then issued and outstanding, including those shares issuable upon conversion of the Series B Convertible Preferred Stock held by such holder; 120 days holder after the Original Issuance Dateapplication of this Section 5(b)(ii). As used herein, 50% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; 150 days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the Original Issuance Date, then all of the shares of Series D Convertible Preferred Stock beneficial ownership shall become immediately convertible. (ii) No shares of Series D Convertible Preferred Stock may be converted into Common Stock, to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to the applicable Conversion Notice, the total number of shares of Common Stock deemed beneficially owned by the holder requesting conversion (other than by virtue of the ownership of unconverted shares of Series D Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together determined in accordance with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated and regulations thereunder. To the extent that the limitation contained in this Section 5(b)(ii) applies, would exceed 5% the determination of the total issued and outstanding whether shares of Common Stock. If any court Series B Convertible Preferred Stock are convertible (in relation to other securities owned by holder) and of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding which shares of Common Stock, then Series B Convertible Preferred Stock are convertible shall be in the Corporation shall redeem so many sole discretion of such holder's , and the submission of shares of Series D B Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder for conversion shall be deemed to be deemed the beneficial owner such holder's determination of not more than 5% of the then outstanding whether such shares of Common Stock. Series B Convertible Preferred Stock are convertible (iiiin relation to other securities owned by such holder) Unless and of which shares of Series B Convertible Preferred Stock are convertible, in each case subject to such aggregate percentage limitation, and the Corporation shall have obtained no obligation or right to verify or confirm the approval accuracy of its voting stockholders such determination. Nothing contained herein shall be deemed to restrict the right of a holder to convert such issuanceshares of Series B Convertible Preferred Stock at such time as such conversion will not violate the provisions of this paragraph. The provisions of this Section 5(b)(ii) may be waived by a holder of Series B Convertible Preferred Stock as to itself (and solely as to itself) upon not less than 75 days' prior notice to the Corporation, if required and the provisions of this Section 5(b)(ii) shall continue to apply until such 75th day (or such later date as may be specified in such notice of waiver). No conversion in violation of this paragraph but otherwise in accordance with this Certificate of Designation shall affect the rules status of the Principal Market, the Corporation shall not issue shares of Common Stock issued upon such conversion of any shares of Series D Convertible Preferred Stock if such issuance of Common Stockas validly issued, when added to the number of sharesfully-paid and nonassessable.

Conversion Date. (i) The holder of any shares of Series D B Convertible Preferred Stock may convert: 90 days after the date upon which the Series D Convertible B Preferred Stock was originally issued (the "Original Issuance Date"), 25% of the cumulative amount of shares of Series D B Convertible Preferred Stock held by such holder; 120 days after the Original Issuance Date, 50% of the cumulative amount of shares of Series D B Convertible Preferred Stock held by such holder; 150 days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D B Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D B Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the Original Issuance Date, then all of the shares of Series D B Convertible Preferred Stock shall become immediately convertible. (ii) No shares of Series D B Convertible Preferred Stock may be converted into Common Stock, to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to the applicable Conversion Notice, the total number of shares of Common Stock deemed beneficially owned by the holder requesting conversion (other than by virtue of the ownership of unconverted shares of Series D B Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, would exceed 5% of the total issued and outstanding shares of Common Stock. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding shares of Common Stock, then the Corporation shall redeem so many of such holder's shares of Series D B Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder to be deemed the beneficial owner of not more than 5% of the then outstanding shares of Common Stock. (iii) Unless the Corporation shall have obtained the approval of its voting stockholders to such issuance, if required in accordance with the rules of the Principal Market, the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series D Convertible Preferred Stock if such issuance of Common Stock, when added to the number of shares

Conversion Date. (i) The holder of any shares of Series D C Convertible Preferred Stock may convert: 90 days after the date upon which the Series D Convertible Preferred Stock was originally issued (the "Original Issuance Date"), 25% of the cumulative amount of shares of Series D C Convertible Preferred Stock held by such holder; 120 days after the Original Issuance Date, 50% of the cumulative amount of shares of Series D C Convertible Preferred Stock held by such holder; 150 days after the Original Issuance Date, 75% of the cumulative amount of shares of Series D C Convertible Preferred Stock held by such holder; and 180 days after the Original Issuance Date, 100% of the cumulative amount of shares of Series D C Convertible Preferred Stock held by such holder. In the event that the Market Price exceeds the Maximum Conversion Price at any time prior to 180 days after the date upon which the Series C Convertible Preferred Stock was originally issued (the "Original Issuance Date"), then all of the shares of Series D C Convertible Preferred Stock shall become immediately convertible. (ii) No shares of Series D C Convertible Preferred Stock may be converted into Common Stock, to the extent that, after giving effect to the conversion and issuance of the Common Stock to be issued pursuant to the applicable Conversion Notice, the total number of shares of Common Stock deemed beneficially owned by the holder requesting conversion (other than by virtue of the ownership of unconverted shares of Series D C Convertible Preferred Stock or the ownership of other securities that have limitations on a holder's rights to exchange, convert or exercise similar to those limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by such holder's Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, would exceed 5% of the total issued and outstanding shares of Common Stock. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent a holder from being deemed the beneficial owner of more than 5% of the then outstanding shares of Common Stock, then the Corporation shall redeem so many of such holder's shares of Series D C Convertible Preferred Stock pursuant to Paragraph 7(a) hereof as are necessary to cause such holder to be deemed the beneficial owner of not more than 5% of the then outstanding shares of Common Stock. (iii) Unless the Corporation shall have obtained the approval of its voting stockholders to such issuance, if required in accordance with the rules of the Principal Market, the Corporation shall not issue shares of Common Stock upon conversion of any shares of Series D C Convertible Preferred Stock if such issuance of Common Stock, when added to the number of sharesshares of Common Stock previously issued by the Corporation upon conversion of shares of the Series C Convertible Preferred Stock, would result in the issuance of more than 19.9% of the number of shares of Common Stock which were issued and outstanding on the Original Issuance Date. To the extent the number of shares of Common Stock issuable upon conversion would but for the limitation set forth in this Subparagraph 5(b)(iii) exceed such limit, the Corporation shall redeem the shares of Series C Convertible Preferred Stock that may not be converted into shares of Common Stock as a result of such limitation for an amount in cash equal to the greater of (i) $1,500 per share of Series C Convertible Preferred Stock and (ii) the Market Price of the Common Stock into which such shares of Series C Convertible Preferred Stock could have been converted but for such limitation on the date of the Conversion Notice.