Common use of Right of Conversion; Conversion Price Clause in Contracts

Right of Conversion; Conversion Price. Any holder of Convertible Notes shall have the right, at its option, at any time to convert, subject to the terms and provisions of this Article XII, such Convertible Notes into shares of Common Stock upon surrender of the Convertible Notes to be so converted, accompanied by written notice of conversion duly executed, to the Company, and, if so required by the Company, duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blank. The 8% Convertible Notes shall be convertible at the conversion price of $4.75 per share of Common Stock, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XII, the price as last adjusted (such price or adjusted price being referred to herein as the "8% Note Conversion Price"). The Third Amendment Convertible Notes shall be convertible at the conversion price of $3.00 per share of Common Stock, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XII, the price as last 11 13 adjusted (such price or adjusted price being referred to herein as the "Third Amendment Conversion Price," and together with the 8% Note Conversion Price, the "Conversion Price"). The number of shares of Common Stock issuable upon such conversion shall be equal to (a) the aggregate principal amount of the Convertible Note to be converted plus accrued but unpaid interest thereon to the date of conversion, divided by (b) the applicable Conversion Price. Whenever the Conversion Price in effect shall be adjusted pursuant to this Article XII, the Company shall promptly provide to each holder of Convertible Notes a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price, which notice shall be signed on behalf of the Company by the President and the Chief Financial Officer of the Company and shall set forth in reasonable detail a calculation to the nearest cent of the Conversion Price, the method of calculation and the facts requiring such adjustment." (c) Section 12.4 of Article XII is hereby amended by deleting Section 12.4(c) in its entirety and inserting in lieu thereof the following:

Right of Conversion; Conversion Price. Any holder of Convertible Notes shall have the right, at its option, at any time to convert, subject to the terms and provisions of this Article XII, such Convertible Notes into shares of Common Stock upon surrender of the Convertible Notes to be so converted, accompanied by written notice of conversion duly executed, to the Company, and, if so required by the Company, duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blank. The 8% Convertible Notes shall be convertible at the conversion price of $4.75 per share of Common Stock, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XII, the price as last adjusted (such price or adjusted price being referred to herein as the "8% Note Conversion Price"). The Third Amendment Convertible Notes shall be convertible at the conversion price of $3.00 per share of Common Stock, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XII, the price as last 11 13 adjusted (such price or adjusted price being referred to herein as the "Third Amendment Conversion Price," and together with the 8% Note Conversion Price, the "Conversion Price"). The number of shares of Common Stock issuable upon such conversion shall be equal to (a) the aggregate principal amount of the Convertible Note to be converted plus accrued but unpaid interest thereon to the date of conversion, divided by (b) the applicable Conversion Price. Whenever the Conversion Price in effect shall be adjusted pursuant to this Article XII, the Company shall promptly provide to each holder of Convertible Notes a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price, which notice shall be signed on behalf of the Company by the President and the Chief Financial Officer of the Company and shall set forth in reasonable detail a calculation to the nearest cent of the Conversion Price, the method of calculation and the facts requiring such adjustment." (c) Section 12.4 of Article XII is hereby amended by deleting Section 12.4(c) in its entirety and inserting in lieu thereof the following:

Right of Conversion; Conversion Price. Any The holder of Convertible Notes any Note shall have the right, at its option, at any time (except that, with respect to any Note or portion of a Note which shall be prepaid or called for redemption pursuant to Article V hereof, such right shall terminate at the close of business on the date prior to the date fixed for prepayment or redemption of such Note or portion of a Note unless Intersolv and the Company shall default in payment due upon prepayment or redemption thereof), to convert, subject to the terms and provisions of this Article XIIX, the principal of any such Convertible Notes Note or any portion thereof into shares of Intersolv Common Stock upon surrender of the Convertible Notes Note, the principal of which is so to be so converted, accompanied by written notice of conversion duly executed, to the Company, and, if so required by the Company, duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blankIntersolv. The 8% Convertible conversion price per share of the Notes shall be convertible at the conversion price of $4.75 per share of Common Stock3.7864; or, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XIIX, then the price as last adjusted (such price or adjusted price being referred to herein as the "8% Note Conversion Priceconversion price"). The Third Amendment Convertible Notes shall be convertible at For convenience, the conversion of any portion of the principal of any Note into shares of Intersolv Common Stock is hereinafter sometimes referred to as the conversion of such Note. Whenever the conversion price of $3.00 per share of Common Stock, or in case an adjustment of such price has taken place pursuant to the provisions of this Article XII, the price as last 11 13 adjusted (such price or adjusted price being referred to herein as the "Third Amendment Conversion Price," and together with the 8% Note Conversion Price, the "Conversion Price"). The number of shares of Common Stock issuable upon such conversion shall be equal to (a) the aggregate principal amount of the Convertible Note to be converted plus accrued but unpaid interest thereon to the date of conversion, divided by (b) the applicable Conversion Price. Whenever the Conversion Price in effect shall be adjusted pursuant to this Article XIIX, the Company Intersolv shall promptly provide to notify each holder of Convertible Notes a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion PriceNote then outstanding of such adjustment, which notice shall be signed on behalf of the Company by the President and the Chief Financial Officer of the Company Intersolv and shall set forth in reasonable detail a calculation to the nearest cent of the Conversion Priceconversion price, the method of calculation and the facts requiring such adjustment." (c) Section 12.4 of Article XII is hereby amended by deleting Section 12.4(c) in its entirety and inserting in lieu thereof the following: