Common use of Optional Conversion or Redemption Upon Call by the Company Clause in Contracts

Optional Conversion or Redemption Upon Call by the Company. The Company may, at its option, call the Convertible Notes, either in whole or in part on a pro-rata basis: (i) at any time prior to the maturity of the Convertible Notes and after August 31, 2003; or (ii) at any time, whether prior to or after August 31, 2003 (providing, however, with respect to this clause (ii) only, the Company may call the Convertible Notes only if: (A) the Closing Price of the Company's Common Stock shall be equal to or in excess of $9.00 per share for at least 10 consecutive trading days; and (B) in the event of a conversion pursuant to such call, the holders of the Convertible Notes shall be entitled to receive registered shares of the Company's Common Stock). In the event of a call by the Company pursuant to this Section 12.1, the holders, at their option, may require the Company to convert their Convertible Notes (into fully paid and nonassessable shares of the Company's Common Stock) at the Conversion Price (the "Holders Option").