Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this Article, at the option of the Holder thereof, any Convertible Note or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on November 27, 1996 at the Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Convertible Note or portion thereof is called for redemption, such conversion right in respect of the Convertible Note or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which Common Stock of the Company shall be delivered upon conversion (herein called the "Conversion Price") shall be equal to $134.08 per share. In the event that the Company consummates a sale or sales of any class of Capital Stock for an amount, individually or in the aggregate, in excess of $5,000,000 (each, a "Reset Event") and at the time of such sale or sales, the equity valuation of the Company based upon such sale or sales (as evidenced by a Board Resolution delivered to the Trustee) is less than $122,500,000, then on the date of the consummation of any such Reset Event (the "Reset Date"), the Conversion Price shall be adjusted (the "Conversion Reset") to equal 115 percent of the price (the "Conversion Reset Price") at which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the Company of at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be equal to or less than the 102

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this Articlearticle and the Plan, at the option of the Holder thereofholder hereof, any Convertible Note the holder may convert portions of the Debenture into fully paid and nonassessable shares of Series A Preferred Stock (the “Related Stock”) of the Company, at a conversion price of $1,000 per share of Related Stock according to this schedule: (i) after one year from the date of the Debenture but prior to the close of business on the Due Date (as defined in the Plan) hereof, $ or any portion of the principal amount thereof hereof which equals is $1,000 or any an integral multiple thereof may be converted at any time on or of $1,000 up to a maximum of $ ; (ii) after 9:00 a.m. New York City time on November 27, 1996 at the Accreted Value thereof (or of such portion thereof) as of two years from the date of conversion thereof, if such date of conversion is the Debenture but prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Convertible Note Due Date, an additional $ or any portion thereof is called for redemption, such conversion right in respect of the Convertible Note principal amount hereof which is $1,000 or portion so called shall expire at an integral multiple of $1,000 up to a maximum of $ ; (iii) after three years from the date of the Debenture but prior to the close of business on the Business Day next preceding the Redemption DateDue Date hereof, unless the Company defaults in making the payment due upon redemption. The price at which Common Stock an additional $ or any portion of the Company shall be delivered upon conversion (herein called the "Conversion Price") shall be equal to principal amount hereof which is $134.08 per share. In the event that the Company consummates a sale 1,000 or sales of any class of Capital Stock for an amount, individually or in the aggregate, in excess integral multiple of $5,000,000 1,000 up to a maximum of $ ; and (each, a "Reset Event"iv) and at the time of such sale or sales, the equity valuation of the Company based upon such sale or sales (as evidenced by a Board Resolution delivered to the Trustee) is less than $122,500,000, then on after four years from the date of the consummation Debenture but prior to the close of business on the Due Date hereof, an additional $ or any portion of the principal amount hereof which is $1,000 or an integral multiple of $1,000 up to a maximum of $ , provided in all of the foregoing cases that the conversion privilege associated with this Debenture has not terminated or become non-exercisable pursuant to the provisions of this Debenture or Section 3.3 of the Plan. Notwithstanding the foregoing, the ability of the Debenture to be converted shall cease with respect to any portion of the Debenture that has been pledged to secure a loan while pledged or in the event the pledge of such portion of the Debenture is foreclosed on. Anything herein to the contrary notwithstanding, if at any time the Board of Directors of the Company determines, in its discretion, that the listing, registration or qualification upon any securities exchange or under any state or federal law of Related Stock or of Common Stock into which such Related Stock is convertible, or that the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of such shares, (i) the Company will in good faith and at its own expense endeavor to secure such listing, registration, qualification, consent or approval as promptly as practicable, and (ii) the conversion privilege of this Debenture may not be exercised in whole or in part until such listing, registration, qualification, consent or approval shall have been effected or obtained and the same shall have been free of any conditions not acceptable to the Board of Directors. Suspension of the right to exercise the conversion privilege shall not reduce any other rights under this Debenture. In case of any such Reset Event (suspension of the "Reset Date")conversion privilege, the Conversion Price Company shall be adjusted (promptly notify the "Conversion Reset") to equal 115 percent holder hereof of such suspension and the price (the "Conversion Reset Price") at which reason therefor. Upon termination of any such sale or sales were consummatedsuspension, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the Company shall promptly notify the holder hereof of at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be equal to or less than the 102termination.

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this Article, at the option of the Holder thereof, any Convertible Note or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on November 27March 13, 1996 1998 at the Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30January 13, 19992001, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30January 13, 19992001, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Convertible Note or portion thereof is called for redemption, such conversion right in respect of the Convertible Note or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which Common Stock of the Company shall be delivered upon conversion (herein called the "Conversion Price") shall be equal to $134.08 10.121 per share. In the event that the Company consummates a sale or sales of any class of Capital Stock for an amount, individually or in the aggregate, in excess of $5,000,000 (each, a "Reset Event") and at the time of such sale or sales, the equity valuation of the Company based upon such sale or sales (as evidenced by a Board Resolution delivered to the Trustee) is less than $122,500,000, then on the date of the consummation of any such Reset Event (the "Reset Date"), the Conversion Price shall be adjusted (the "Conversion Reset") to equal 115 percent of the price (the "Conversion Reset Price") at which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the Company of at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be equal to or less than the 102Conversion Reset Price, then no additional adjustment to the Conversion Price shall be made. Notwithstanding anything to the contrary contained herein, no Holder shall be entitled to convert any of its Convertible Notes into Common Stock of the Company to the extent that any such conversion would constitute a violation of any applicable securities laws of the United States, or any other applicable jurisdiction. Any certificates evidencing Common Stock of the Company issued upon the conversion of Convertible Notes shall bear such legends, including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company shall deem to be necessary or appropriate.

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this Article, at the option of the Holder thereof, any Convertible Note Security or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on November 27March 5, 1996 1997 at the Accreted Value thereof (principal amount thereof, or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding the Stated Maturity of principal. In case a Convertible Note Security or portion thereof is called for redemption, such conversion right in respect of the Convertible Note Security or portion so called shall expire at the close of business on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "Conversion Priceconversion price") shall be equal to the lower of (i) $134.08 9.50 per share. In share of such Common Stock and (ii) the event that the Company consummates a sale or sales weighted average price per share of any class of Capital Common Stock for an amountthe ten Trading Day period immediately following the 90th day after the Issue Date, individually or as calculated by Bloomberg Financial Markets through its "Volume at Price" function; provided, however, that in no event shall the aggregate, in excess of $5,000,000 (each, a "Reset Event") and at the time of such sale or sales, the equity valuation of the Company based upon such sale or sales (as evidenced by a Board Resolution delivered to the Trustee) is conversion price be less than $122,500,000, then on 8.25 per share of such Common Stock (subject to the next sentence hereof). From and after the date hereof, the conversion price (including the conversion prices set forth in the first sentence of this paragraph) shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (i) and (j) of Section 11.04. Upon the occurrence of any event of a type contemplated by Section 11.04 or otherwise, the "Volume at Price" contemplated by the first sentence of this paragraph shall be adjusted in a manner consistent with Section 11.04(i)(i) hereof. Within five Business Days after the determination of the consummation initial conversion price (as provided for in the first sentence of any such Reset Event (the "Reset Date"this paragraph), the Conversion Price Company shall mail to each Holder and to the Trustee a notice setting forth such initial conversion price. Notwithstanding anything to the contrary contained herein, no Holder shall be adjusted (entitled to convert any of its Securities into Common Stock to the "Conversion Reset") to equal 115 percent extent that any such conversion would constitute a violation of any applicable securities laws of the price (United States or any other applicable jurisdiction. Any certificates evidencing shares of Common Stock issued upon the "Conversion Reset Price") at which conversion of Securities shall bear such sale or sales were consummatedlegends, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation including legends reflecting restrictions on transfer required in order to maintain compliance with the provisions of the Securities Act, as the Company of at least $122,500,000, then no Conversion Reset will shall deem to be required. In the event that the Conversion Price before such calculation shall be equal to necessary or less than the 102appropriate.

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this ArticleArticle 13, at the option of the Holder thereof, any Convertible Note Security or any portion of the principal amount thereof which equals is $1,000 or any an integral multiple thereof of $1,000 may be converted at any time on or after 9:00 a.m. New York City time on November 27the principal amount thereof, 1996 at the Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock, Stock of the Company (the "Conversion Shares") at any time following the date of original issuance of Securities at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on , subject to any rules and procedures of the Business Day next preceding depositary for such security in effect from time to time (the Stated Maturity of principal"Applicable Procedures"). In case a Convertible Note Security or portion thereof is has previously been called for redemptionredemption at the election of the Company, such conversion right in respect of the Convertible Note Security or portion so called shall expire at the close of business business, New York City time, on the Business Day next preceding the Redemption Date, unless the Company defaults in making the payment due upon redemptionredemption (in each case subject as aforesaid to any Applicable Procedures). A Security in respect of which a Holder has delivered a Change in Control Purchase Notice (as defined in Article 12 hereof) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Paying Agent prior to the close of business on the Repurchase Date, in accordance with the terms of this Indenture. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "Conversion Priceconversion price") shall be initially per share of Common Stock, which is equal to a conversion rate of shares per $134.08 per share1,000 principal amount of the Securities (the "Conversion Rate"). The conversion price shall be adjusted in certain instances as provided in Section 13.04. [In the event that case the Company consummates shall, by dividend or otherwise, declare or make a sale distribution on its Common Stock referred to in Section 13.04(d) or sales of any class of Capital Stock for an amount, individually 13.04(e) (including dividends or distributions referred to in the aggregatelast sentence of Section 13.04(d), the Holder of each Security, upon the conversion thereof pursuant to this Article 13 subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in excess respect of $5,000,000 (eachsuch distribution pursuant to Section 13.04(d) or 13.04(e), a "Reset Event") shall also be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the time of such sale or sales, the equity valuation election of the Company based upon such sale or sales (as whose election shall be evidenced by a Board Resolution delivered Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the Trusteefair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Security described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due xxxx for the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is less so entitled; provided that such due xxxx (i) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than $122,500,000, then on the date of the consummation payment or delivery thereof to holders of any Common Stock receiving such Reset Event (the "Reset Date"), the Conversion Price shall be adjusted (the "Conversion Reset") to equal 115 percent of the price (the "Conversion Reset Price") at which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the Company of at least $122,500,000, then no Conversion Reset will be required. In the event that the Conversion Price before such calculation shall be equal to or less than the 102distribution.]

Conversion Privilege and Conversion Price. Subject to and ----------------------------------------- upon compliance with the provisions of this ArticleSection, at the option of the Holder holder thereof, any Convertible Note Debenture or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time on or after 9:00 a.m. New York City time on November 27, 1996 at the Accreted Value thereof (or of such portion thereof) as of the date of conversion thereof, if such date of conversion is prior to September 30, 1999, or the principal amount at Stated Maturity thereof (or of such portion thereof) if the date of conversion thereof is on or after September 30, 1999, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of the Common StockStock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Business Day next preceding twelfth anniversary of the Stated Maturity of principalIssue Date. In case a the Convertible Note or portion thereof is Debentures are called for redemption, such conversion right in respect of the Convertible Note or portion so called Debentures shall expire at the close of business on the Business Day next preceding the Redemption Date, unless (i) notice of conversion under Section 9.2 has been given prior to such time, or (ii) the Company defaults in making the payment due upon redemption. In the event any Convertible Debentures are exchanged for Fixed Rate Debentures, such conversion right shall expire upon such exchange. The price at which shares of Common Stock of the Company shall be delivered upon conversion (herein called the "Conversion Price") shall be equal to initially $134.08 33.05 per share. In the event that the Company consummates a sale or sales share of any class of Capital Common Stock for an amount, individually or in the aggregate, in excess of $5,000,000 (each, a "Reset Event") and at the time of such sale or sales, the equity valuation of the Company based upon such sale or sales (as evidenced by a Board Resolution delivered to the Trustee) is less than $122,500,000, then on the date of the consummation of any such Reset Event (the "Reset DateCONVERSION PRICE"), the . The Conversion Price shall be adjusted in certain instances as provided in paragraphs (the "Conversion Reset"a) to equal 115 percent through (g) of the price (the "Conversion Reset Price") at which such sale or sales were consummated, provided, that if such sale or sales are consummated more than nine months after a Qualified Public Offering at a total equity valuation of the Company of at least $122,500,000, then no Conversion Reset will be requiredSection 9.4. In the event case of any Convertible Debenture which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Debenture whose maturity is prior to such Interest Payment Date), interest that the Conversion Price before is due on such calculation Interest Payment Date shall be equal payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to or less than the 102Person in whose name that Debenture is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest which would become payable on an Interest Payment Date falling after the date of conversion of such Debenture shall not be payable.