Common use of Procedures for Conversion Clause in Contracts

Procedures for Conversion. (i) In order to receive certificates representing shares of Common Stock or Series B Preferred Shares, as applicable, the holder thereof shall surrender the certificate or certificates representing CSEs, duly endorsed for transfer, at any time during normal business hours, to the Corporation at its principal or at such other office or agency then maintained by it for such purpose (the "Payment Office"), accompanied (if so required by the Corporation or any conversion agent) by an instrument of transfer, in form reasonably satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by his duly authorized attorney, and any cash payment required pursuant to Section 5(c)(ii). As promptly as practicable after the surrender for conversion of any CSE in the manner provided in the preceding sentence, and the payment in cash of any amount required by the provisions of Section 5(c)(ii), the Corporation will deliver or cause to be delivered at the Payment Office to or upon the written order of the holder of such shares, certificates representing the number of shares of Common Stock or Series B Preferred Shares, as applicable, issuable upon such conversion, issued in such name or names as such holder may direct. (ii) The issuance of certificates for shares of Common Stock or Series B Preferred Shares, as applicable, upon conversion shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of record of the shares converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable.

Procedures for Conversion. (i) In order to receive certificates representing convert shares of Series B Junior Convertible Preferred Stock into shares of Common Stock or Series B Preferred Shares, as applicableStock, the holder thereof shall surrender the certificate or certificates representing CSEstherefore, duly endorsed for transfer, at any time during normal business hours, to the Corporation at its principal or at such other office or agency then maintained by it for such purpose (the "Payment Office"), accompanied (or preceded as required by Section 5(a)) by written notice to the Corporation of such holder's election to convert and (if so required by the Corporation or any conversion agent) by an instrument of transfer, in form reasonably satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by his duly authorized attorney, and any cash payment required pursuant to Section 5(c)(ii5(d)(iii). As promptly as practicable after the surrender for conversion of any CSE share of the Series B Junior Convertible Preferred Stock in the manner provided in the preceding sentence, and the payment in cash of any amount required by the provisions of Section 5(c)(ii5(d)(iii), but in any event within three Trading Days of such surrender for payment, the Corporation will deliver or cause to be delivered at the Payment Office to or upon the written order of the holder of such shares, certificates representing the number of full shares of Common Stock or Series B Preferred Shares, as applicable, issuable upon such conversion, issued in such name or names as such holder may direct. (ii) The issuance of certificates for shares of Common Stock or Series B Preferred Shares, as applicable, upon . Such conversion shall be deemed to have been made without charge for any issue, stamp or other similar tax in respect immediately prior to the close of business on the date of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of record surrender of the shares convertedin proper order for conversion, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable.and all rights of