Common use of Conversion into Common Stock Clause in Contracts

Conversion into Common Stock. (1) A holder of shares of Series One Preference Stock shall be entitled, at any time prior to the close of business on the date fixed for redemption of such shares pursuant to Sections III.B.(vi), (vii) or (viii) hereof, to cause any or all of such shares to be converted into shares of Common Stock, initially at a conversion rate equal to the ratio of $53.45 to the amount which initially shall be $53.45 and which shall be adjusted as hereinafter provided (and, as so adjusted, is hereinafter sometimes referred to as the "Conversion Price") (that is, a conversion rate initially equivalent to one share of Common Stock for each share of Series One Preference Stock so converted but that is subject to adjustment as the Conversion Price is adjusted as hereinafter provided.) (2) Any holder of shares of Series One Preference Stock desiring to convert such shares into shares of Common Stock shall surrender the certificate or certificates representing the shares of Series One Preference Stock being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation or the offices of the transfer agent for the Series One Preference Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series One Preference Stock by the Corporation or the transfer agent for the Series One Preference Stock, accompanied by written notice of conversion. Such notice of conversion shall specify (a) the number of shares of Series One Preference Stock to be converted and the name or names in which such holder wishes the certificate or certificates for Common Stock and for any shares of Series One Preference Stock not to be so converted to be issued, and (b) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. (3) Upon surrender of a certificate representing a share or shares of Series One Preference Stock for conversion, the Corporation shall prepare and send by hand delivery (with receipt to be acknowledged) or by first class mail, postage prepaid, to the holder thereof or to such holder's designee, at the address designated by such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Series One Preference Stock, only part of which are to be converted, the Corporation shall issue and deliver to such holder or such holder's designee a new certificate or certificates representing the number of shares of Series One Preference Stock which shall not have been converted. (4) The conversion into Common Stock of shares of Series One Preference Stock at the option of the holder thereof shall be effective as of the earlier of (a) the delivery to such holder or such holder's designee of the certificates representing the shares of Common Stock deliverable upon conversion thereof or (b) the commencement of business on the second business day after the surrender of the certificate or certificates for the shares of Series One Preference Stock to be converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) as provided by this Section III.B.(v). On and after the effective day of conversion, 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 shares of Common Stock, but no allowance or adjustment shall be made in respect of dividends payable to holders of Common Stock in respect of any period prior to such effective date. The Corporation shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of shares of Series One Preference Stock on a Dividend Payment Date if such Dividend Payment Date for such dividend shall coincide with or be on or subsequent to the effective date of conversion of such shares. (5) The Corporation shall not be obligated to deliver to holders of Series One Preference Stock any fractional share or shares of Common Stock deliverable upon any conversion of such shares of Series One Preference Stock, but in lieu thereof may make a cash payment in respect thereof in any manner permitted by law. (6) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, or out of Common Stock held in its treasury, solely for delivery upon the conversion of shares of Series One Preference Stock as herein provided, free from any preemptive rights, such number of shares of Common Stock as shall from time to time be deliverable upon the conversion of all the shares of Series One Preference Stock then outstanding. The Corporation shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all requirements as to registration or qualification of the Common Stock, in order to enable the Corporation lawfully to deliver to each holder of record of Series One Preference Stock such number of shares of its Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Series One Preference Stock then outstanding and convertible into shares of Common Stock.

Conversion into Common Stock. (1a) A holder At any time while this Note is outstanding, the Lender shall have the right, at its option, to convert all or a part of the outstanding Loan into that number of shares of Series One Preference the Borrower’s common stock, par value $0.001 per share (“Common Stock”), equal to the result of dividing the Loan, and any accrued and unpaid Interest thereon, by $0.25, as may be adjusted for stock splits, stock dividends, subdivisions or combinations of, or similar transactions in, the Common Stock (the “Conversion Shares”). (b) The Loan due hereunder shall automatically be reduced by the amount of Loan that has previously been converted pursuant to Section 2(b) hereof. (c) In order to exercise its voluntary conversion rights pursuant to Section 2 hereof, the Lender shall deliver a written notice of election to convert sent by email, overnight courier or registered mail in the form of which is attached hereto as Annex A (each, a "Conversion Notice") setting forth the amount of Loan the Lender is electing to convert, duly completed and signed, to the Borrower. Each conversion shall be entitled, at any time deemed to have been effected immediately prior to the close of business on the first business day following the date fixed for redemption of such shares pursuant that the Conversion Notice is sent to Sections III.B.(vithe Borrower (the “Conversion Date”), (vii) or (viii) hereof, to cause any or all of such shares to be converted into shares of Common Stock, initially at a conversion rate equal to and the ratio of $53.45 to the amount which initially Lender shall be $53.45 and which shall be adjusted as hereinafter provided (and, as so adjusted, is hereinafter sometimes referred deemed to as have become the "Conversion Price") (that is, a conversion rate initially equivalent to one share of Common Stock for each share of Series One Preference Stock so converted but that is subject to adjustment as the Conversion Price is adjusted as hereinafter provided.) (2) Any holder of shares record of Series One Preference Stock desiring to convert such shares into the shares of Common Stock shall surrender the certificate or certificates representing the shares of Series One Preference Stock being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation or the offices of the transfer agent for the Series One Preference Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series One Preference Stock by the Corporation or the transfer agent for the Series One Preference Stock, accompanied by written notice of conversion. Such notice of conversion shall specify (a) the number of shares of Series One Preference Stock to be converted and the name or names in which on such holder wishes the certificate or certificates for Common Stock and for any shares of Series One Preference Stock not to be so converted to be issued, and (b) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversiondate. (3d) Upon surrender As promptly as practicable after delivery by the Lender of a certificate representing a share or shares of Series One Preference Stock for conversionthe Conversion Notice and in any event within five (5) business days after such delivery, the Corporation Borrower shall prepare issue and send by hand delivery (with receipt to be acknowledged) or by first class mail, postage prepaid, deliver to the holder thereof or to such holder's designee, at the address designated by such holder, Lender a certificate or certificates for the number of full shares of Common Stock to which such holder shall be entitled upon conversionrepresenting the Conversion Shares. In the event that there shall have been surrendered a certificate or certificates representing shares of Series One Preference Stock, only part of which are less than the total Loan remaining under this Note is converted pursuant to be convertedSection 2 hereof, the Corporation shall issue and deliver to such holder or such holder's designee a new certificate or Borrower shall, simultaneously with the issuance of certificates representing the number of shares of Series One Preference Stock which shall not have been converted. (4) The conversion into Common Stock of shares of Series One Preference Stock at the option of the holder thereof shall be effective as of the earlier of (a) the delivery to such holder or such holder's designee of the certificates representing for the shares of Common Stock deliverable issuable upon conversion thereof of all or part of this Note, cause the Borrower to issue and deliver to the Lender (b) or in accordance with the commencement of business on the second business day after the surrender instructions of the certificate or certificates Lender) a new Note for the shares balance of Series One Preference Stock to be the Loan not so converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) as provided by this Section III.B.(v). On and after the effective day of conversion, 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 shares of Common Stock, but no allowance or adjustment shall be made in respect of dividends payable to holders of Common Stock in respect of any period prior to such effective date. The Corporation shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of shares of Series One Preference Stock on a Dividend Payment Date if such Dividend Payment Date for such dividend shall coincide with or be on or subsequent to the effective date of conversion of such shares. (5) The Corporation shall not be obligated to deliver to holders of Series One Preference Stock any fractional share or All shares of Common Stock deliverable delivered upon any conversion of such shares all or part of Series One Preference Stockthis Note will upon delivery in accordance with the provisions hereof be duly and validly issued and fully paid and non-assessable, but in lieu thereof may make a cash payment in respect thereof in free of all liens and charges and not subject to any manner permitted by lawpreemptive rights. (6e) The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock, No fractional shares or out of Common Stock held in its treasury, solely for delivery upon the conversion of shares of Series One Preference Stock as herein provided, free from any preemptive rights, such number of securities representing fractional shares of Common Stock as shall from time to time be deliverable issued upon the conversion of all the shares or part of Series One Preference Stock then outstandingthis Note. The Corporation shall prepare and shall use its best efforts to obtain and keep Any fractional interest in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all requirements as to registration or qualification a share of the Common Stock, in order to enable the Corporation lawfully to deliver to each holder of record of Series One Preference Stock such number of shares of its Common Stock as shall resulting from time to time be sufficient to effect the conversion of all shares or part of Series One Preference Stock then outstanding and convertible into shares this Note shall be paid in cash (computed to the nearest cent) equal to such fraction multiplied by $0.25 on the date of Common Stocksuch conversion.

Conversion into Common Stock. (1A) A holder of shares of Series One Preference B Preferred Stock shall be entitled, at any time prior to the close of business on the date fixed for redemption of such shares pursuant to Sections III.B.(vi)Section 6, (vii) 7 or (viii) 8 hereof, to cause any or all of such shares to be converted into shares of Common Stock, initially at a conversion rate equal to the ratio of $53.45 1,000 to the amount which initially shall be $53.45 $ 45.73 and which shall be adjusted as hereinafter provided (andsuch amount, as so adjusted, is hereinafter sometimes referred to as the "Conversion Price") (that is, a conversion rate initially equivalent to one share 21.8675 shares of Common Stock for each share of Series One Preference B Preferred Stock so converted but that is subject to adjustment as the Conversion Price is adjusted as hereinafter provided).) (2B) Any holder of shares of Series One Preference B Preferred Stock desiring to convert such shares into shares of Common Stock shall surrender the certificate or certificates representing the shares of Series One Preference B Preferred Stock being converted, duly assigned or endorsed for transfer to the Corporation Company (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation Company or the offices of the transfer agent for the Series One Preference B Preferred Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series One Preference B Preferred Stock by the Corporation Company or the transfer agent for the Series One Preference B Preferred Stock, accompanied by written notice of conversion, on any day which is a business day in the city of Boston, Massachusetts. Such notice of conversion shall specify (ai) the number of shares of Series One Preference B Preferred Stock to be converted and the name or names in which such holder wishes the certificate or certificates for Common Stock to be issued and for any shares of Series One Preference B Preferred Stock not to be so converted to be issuedissued (subject to compliance with applicable legal requirements if any of said certificates are to be issued in a name other than the name of the holder), and (bii) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. (3C) Upon surrender of a certificate representing a share or shares of Series One Preference B Preferred Stock for conversion, the Corporation shall prepare Company shall, as promptly as practicable after such surrender, issue and send by hand delivery (with receipt to be acknowledged) or by first class mail, postage prepaid, to the holder thereof or to such holder's designee, at the address designated by such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Series One Preference B Preferred Stock, only part of which are to be converted, the Corporation Company shall issue and deliver to such holder or such holder's designee a new certificate or certificates representing the number of shares of Series One Preference B Preferred Stock which shall not have been converted. (4D) The A conversion into Common Stock of shares of Series One Preference B Preferred Stock into shares of Common Stock made at the option of the holder thereof shall be effective as of the earlier of (a) the delivery to such holder or such holder's designee of the certificates representing the shares of Common Stock deliverable upon conversion thereof or (b) the commencement close of business on the second business day after on which the surrender Company receives written notice of the certificate or certificates for the shares conversion pursuant to paragraph (B) of Series One Preference Stock to be converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) as provided by this Section III.B.(v)5. On and after the effective day of conversion, the shares of Series B Preferred so converted shall no longer be deemed to be outstanding for any purpose, and the person or persons entitled to receive the Common Stock deliverable issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock, but no allowance or adjustment shall be made in respect of dividends payable to holders of Common Stock in respect of record on any period date prior to such effective date. The Corporation Company shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of shares of Series One Preference B Preferred Stock on a Dividend Payment Date if such Dividend Payment Date for such dividend shall coincide with or be on or subsequent to the effective date of conversion of such shares, unless such declared dividends have been set aside for payment prior to the effective date of conversion of such shares, which dividends shall be paid on the effective date of conversion. (5E) The Corporation Company shall not be obligated to deliver to holders of Series One Preference B Preferred Stock any fractional share or shares of Common Stock deliverable issuable upon any conversion of such shares of Series One Preference B Preferred Stock, but in lieu thereof may make a cash payment in respect thereof in any manner permitted by law. Such cash payment shall be in an amount equal to such fraction multiplied by the Fair Market Value per share of the Common Stock (as defined in Section 9 hereof) at the close of business on the day of conversion. (6F) Prior to the Distribution Date (as defined in Section 3(a) of the Rights Agreement (defined below), if the Company shall issue shares of Common Stock upon conversion of shares of Series B Preferred Stock as contemplated by this Section 5, the Company shall issue together with each such share of Common Stock one right (a "Right", and collectively the "Rights") to purchase Series A Junior Participating Preferred Stock of the Company (or other securities in lieu thereof) pursuant to the Rights Agreement dated as of November 14, 1986, and amended and restated as of August 12, 1988, between the Company and The First National Bank of Boston, as Rights Agent, as such agreement may from time to time be amended (the "Rights Agreement"), or any rights issued to holders of Common Stock of the Company in addition thereto or in replacement therefor. (G) The Corporation Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, or out of Common Stock held in its treasury, solely for delivery issuance upon the conversion of shares of Series One Preference B Preferred Stock as herein provided, free from any preemptive rights, such number of shares of Common Stock as shall from time to time be deliverable issuable upon the conversion of all the shares of Series One Preference B Preferred Stock then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. The Corporation Company shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all requirements as to registration or qualification of the Common Stock, in order Stock (and all requirements to enable list the Corporation lawfully to deliver to each holder of record of Series One Preference Stock such number of shares of its Common Stock which are at the time applicable) as shall from time to time be sufficient to effect the conversion of all shares of Series One Preference B Preferred Stock then outstanding and convertible into shares of Common Stock.

Conversion into Common Stock. (1A) A holder of shares of Series One Preference B Preferred Stock shall be entitled, at any time prior to the close of business on the date fixed for redemption of such shares pursuant to Sections III.B.(vi)Section 6, (vii) 7 or (viii) 8 hereof, to cause any or all of such shares to be converted into shares of Common Stock, initially at a conversion rate equal to the ratio of $53.45 1,000 to the amount which initially shall be $53.45 $ 45.73 and which shall be adjusted as hereinafter provided (andsuch amount, as so adjusted, is hereinafter sometimes referred to as the "Conversion Price") (that is, a conversion rate initially equivalent to one share 21.8675 shares of Common Stock for each share of Series One Preference B Preferred Stock so converted but that is subject to adjustment as the Conversion Price is adjusted as hereinafter provided).) (2B) Any holder of shares of Series One Preference B Preferred Stock desiring to convert such shares into shares of Common Stock shall surrender the certificate or certificates representing the shares of Series One Preference B Preferred Stock being converted, duly assigned or endorsed for transfer to the Corporation Company (or accompanied by duly executed stock powers relating thereto), at the principal executive office of the Corporation Company or the offices of the transfer agent for the Series One Preference B Preferred Stock or such office or offices in the continental United States of an agent for conversion as may from time to time be designated by notice to the holders of the Series One Preference B Preferred Stock by the Corporation Company or the transfer agent for the Series One Preference B Preferred Stock, accompanied by written notice of conversion, on any day which is a business day in the city of Boston, Massachusetts. Such notice of conversion shall specify (ai) the number of shares of Series One Preference B Preferred Stock to be converted and the name or names in which such holder wishes the certificate or certificates for Common Stock to be issued and for any shares of Series One Preference B Preferred Stock not to be so converted to be issuedissued (subject to compliance with applicable legal requirements if any of said certificates are to be issued in a name other than the name of the holder), and (bii) the address to which such holder wishes delivery to be made of such new certificates to be issued upon such conversion. (3C) Upon surrender of a certificate representing a share or shares of Series One Preference B Preferred Stock for conversion, the Corporation shall prepare Company shall, as promptly as practicable after such surrender, issue and send by hand delivery (with receipt to be acknowledged) or by first class mail, postage prepaid, to the holder thereof or to such holder's designee, at the address designated by such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Series One Preference B Preferred Stock, only part of which are to be converted, the Corporation Company shall issue and deliver to such holder or such holder's designee a new certificate or certificates representing the number of shares of Series One Preference B Preferred Stock which shall not have been converted. (4D) The A conversion into Common Stock of shares of Series One Preference B Preferred Stock into shares of Common Stock made at the option of the holder thereof shall be effective as of the earlier of (a) the delivery to such holder or such holder's designee of the certificates representing the shares of Common Stock deliverable upon conversion thereof or (b) the commencement close of business on the second business day after on which the surrender Company receives written notice of the certificate or certificates for the shares conversion pursuant to paragraph (B) of Series One Preference Stock to be converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) as provided by this Section III.B.(v)5. On and after the effective day of conversion, the shares of Series B Preferred so converted shall no longer be deemed to be outstanding for any purpose, and the person or persons entitled to receive the Common Stock deliverable issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock, but no allowance or adjustment shall be made in respect of dividends payable to holders of Common Stock in respect of record on any period date -11- 57 prior to such effective date. The Corporation Company shall not be obligated to pay any dividends which shall have been declared and shall be payable to holders of shares of Series One Preference B Preferred Stock on a Dividend Payment Date if such Dividend Payment Date for such dividend shall coincide with or be on or subsequent to the effective date of conversion of such shares, unless such declared dividends have been set aside for payment prior to the effective date of conversion of such shares, which dividends shall be paid on the effective date of conversion. (5E) The Corporation Company shall not be obligated to deliver to holders of Series One Preference B Preferred Stock any fractional share or shares of Common Stock deliverable issuable upon any conversion of such shares of Series One Preference B Preferred Stock, but in lieu thereof may make a cash payment in respect thereof in any manner permitted by law. Such cash payment shall be in an amount equal to such fraction multiplied by the Fair Market Value per share of the Common Stock (as defined in Section 9 hereof) at the close of business on the day of conversion. (6F) Prior to the Distribution Date (as defined in Section 3(a) of the Rights Agreement (defined below), if the Company shall issue shares of Common Stock upon conversion of shares of Series B Preferred Stock as contemplated by this Section 5, the Company shall issue together with each such share of Common Stock one right (a "Right", and collectively the "Rights") to purchase Series A Junior Participating Preferred Stock of the Company (or other securities in lieu thereof) pursuant to the Rights Agreement dated as of November 14, 1986, and amended and restated as of August 12, 1988, between the Company and The First National Bank of Boston, as Rights Agent, as such agreement may from time to time be amended (the "Rights Agreement"), or any rights issued to holders of Common Stock of the Company in addition thereto or in replacement therefor. (G) The Corporation Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, or out of Common Stock held in its treasury, solely for delivery issuance upon the conversion of shares of Series One Preference B Preferred Stock as herein provided, free from any preemptive rights, such number of shares of Common Stock as shall from time to time be deliverable issuable upon the conversion of all the shares of Series One Preference B Preferred Stock then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Series B Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. The Corporation Company shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all requirements as to registration or qualification of the Common Stock, in order Stock (and all requirements to enable list the Corporation lawfully to deliver to each holder of record of Series One Preference Stock such number of shares of its Common Stock which are at the time applicable) as shall from time to time be sufficient to effect the conversion of all shares of Series One Preference B Preferred Stock then outstanding and convertible into shares of Common Stock.