Common use of Conversion to Equity Clause in Contracts

Conversion to Equity. (a) After December 31, 2007, at any time during which Convertible Notes remain outstanding, up to all of the outstanding principal and accrued interest under any particular Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share. (b) Notwithstanding anything to the contrary contained herein, each Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to a Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by a Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to a Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless the stockholders of the Company have approved the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(1)(D)(ii) and any other applicable rules and regulations (“Stockholder Approval”). The foregoing provision however shall not restrict the number of shares of Common Stock which a Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that a Purchaser may receive in the event of a merger, sale or other business combination involving the Company. (c) The Company hereby covenants and agrees that in the event a Purchaser is prohibited from effecting a conversion of Convertible Notes pursuant to this Section 4.1, then upon receipt of written notice of such event from such Purchaser, the Company shall use its best efforts to seek Stockholder Approval. (d) Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of the Highbridge Note or the ISVP Note, and neither Highbridge nor ISVP, nor any of their respective affiliates shall have the right to effect any conversion pursuant to this Section 4.1, to the extent that after giving effect to such conversion, Highbridge (together with its affiliates and any other person or entity acting as a group together with Highbridge) on the one hand, or ISVP (together with its affiliates and any other person or entity acting as a group together with ISVP) on the other hand, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon any such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Highbridge or ISVP shall include the number of shares of Common Stock issuable upon the conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Highbridge Note or the ISVP Note beneficially owned by Highbridge or ISVP or any of their respective affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Highbridge or ISVP or any of their respective affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, Highbridge and ISVP may rely on the number of outstanding shares of Common Stock as reflected in the later dated of (x) the Company’s most recent Form 10-K (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Highbridge or ISVP, the Company shall within two Trading Days confirm orally and in writing to Highbridge the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Highbridge Note or the ISVP Note, since the date as of which such number of outstanding shares of Common Stock was reported.

Conversion to Equity. (a) After December 31, 2007, at any time during which Convertible Notes remain outstanding, up to all of the outstanding principal and accrued interest under any particular Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share. (b) Notwithstanding anything to the contrary contained herein, each Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to a such Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by a such Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to a such Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless and until the stockholders of the Company have approved approve the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(1)(D)(ii) and any other applicable rules and regulations (“Stockholder Approval”"STOCKHOLDER APPROVAL"). The foregoing forgoing provision however shall not restrict the number of shares of Common Stock which a the Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that a such Purchaser may receive in the event of a merger, sale or other business combination involving the Company. (c) The Company hereby covenants and agrees that (i) in the event a Purchaser is prohibited from effecting a conversion of Convertible Notes pursuant to this Section 4.1, then upon receipt of written notice of such event from such Purchaser, the Company shall use its best efforts to seek Stockholder Approval. Approval and (dii) Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of the Highbridge Note or the ISVP Note, and neither Highbridge nor ISVP, nor any of their respective affiliates shall have the right to effect upon any conversion pursuant to this Section 4.1, the Company shall use its best efforts to effect an amendment to that certain Amended and Restated Registration Rights Agreement, dated March 9, 2005, as amended (the extent that after giving effect "REGISTRATION AGREEMENT"), to such conversion, Highbridge (together with its affiliates and cause any other person or entity acting as a group together with Highbridge) on the one hand, or ISVP (together with its affiliates and any other person or entity acting as a group together with ISVP) on the other hand, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon any in connection with such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Highbridge or ISVP shall include the number of shares of Common Stock issuable upon the conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Highbridge Note or the ISVP Note beneficially owned by Highbridge or ISVP or any of their respective affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Highbridge or ISVP or any of their respective affiliates. Except included as set forth Registrable Securities in the preceding sentence, for purposes of this Section 4.1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, Highbridge and ISVP may rely on the number of outstanding shares of Common Stock as reflected in the later dated of (x) the Company’s most recent Form 10-K (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Highbridge or ISVP, the Company shall within two Trading Days confirm orally and in writing to Highbridge the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Highbridge Note or the ISVP Note, since the date as of which such number of outstanding shares of Common Stock was reportedRegistration Agreement.

Conversion to Equity. (a) After December 31, 2007, at any time during which Convertible Notes remain outstanding, up to all of the outstanding principal and accrued interest under any particular Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share. (b) Notwithstanding anything to the contrary contained herein, each Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to a such Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by a such Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to a such Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless and until the stockholders of the Company have approved approve the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(1)(D)(ii) and any other applicable rules and regulations (“Stockholder Approval”"STOCKHOLDER APPROVAL"). The foregoing forgoing provision however shall not restrict the number of shares of Common Stock which a the Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that a such Purchaser may receive in the event of a merger, sale or other business combination involving the Company. (c) The Company hereby covenants and agrees that (i) in the event a Purchaser is prohibited from effecting a conversion of Convertible Notes pursuant to this Section 4.1, then upon receipt of written notice of such event from such Purchaser, the Company shall use its best efforts to seek Stockholder ApprovalApproval and (ii) upon any conversion pursuant to this Section 4.1, the Company shall use its best efforts to effect an amendment to that certain Amended and Restated Registration Rights Agreement, dated March 9, 2005, as amended (the "REGISTRATION AGREEMENT"), to cause any shares of Common Stock issuable in connection with such conversion to be included as Registrable Securities in the Registration Agreement. (d) Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of the Highbridge Note or the ISVP this Note, and neither Highbridge nor ISVP, nor and any of their respective its affiliates shall not have the right to effect any conversion pursuant to this Section 4.1, to the extent that after giving effect to such conversion, Highbridge (together with its affiliates and any other person or entity acting as a group together with Highbridge) on the one hand, or ISVP (together with its affiliates and any other person or entity acting as a group together with ISVP) on the other hand), would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon any such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Highbridge or ISVP shall include the number of shares of Common Stock issuable upon the conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Highbridge Note or the ISVP Note beneficially owned by Highbridge or ISVP or any of their respective its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Highbridge or ISVP or any of their respective its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, Highbridge and ISVP may rely on the number of outstanding shares of Common Stock as reflected in the later dated of (x) the Company’s 's most recent Form 10-K (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Highbridge or ISVPHighbridge, the Company shall within two Trading Days trading days confirm orally and in writing to Highbridge the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Highbridge Note or the ISVP Note, by Highbridge or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.

Conversion to Equity. (a) After December 31, 2007, at At any time during which the Convertible Notes remain Note remains outstanding, up to all of the outstanding principal and accrued interest under any particular the Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share. (b) Notwithstanding anything to the contrary contained herein, each the Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to a the Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by a the Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to a the Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless the stockholders of the Company have approved the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(1)(D)(ii4350(i)(l)(D)(ii) and any other applicable rules and regulations (“Stockholder Approval”). The foregoing provision however shall not restrict the number of shares of Common Stock which a the Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that a the Purchaser may receive in the event of a merger, sale or other business combination involving the Company. (c) The Company hereby covenants and agrees that in the event a the Purchaser is prohibited from effecting a conversion of the Convertible Notes Note pursuant to this Section 4.1, then upon receipt of written notice of such event from such the Purchaser, the Company shall use its best efforts to seek Stockholder Approval. (d) Notwithstanding anything to the contrary contained herein, the Company shall not effect any conversion of the Highbridge Note or the ISVP Note, and neither Highbridge nor ISVP, nor any of their respective affiliates shall have the right to effect any conversion pursuant to this Section 4.1, to the extent that after giving effect to such conversion, Highbridge (together with its affiliates and any other person or entity acting as a group together with Highbridge) on the one hand, or ISVP (together with its affiliates and any other person or entity acting as a group together with ISVP) on the other hand, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon any such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Highbridge or ISVP shall include the number of shares of Common Stock issuable upon the conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Highbridge Note or the ISVP Note beneficially owned by Highbridge or ISVP or any of their respective affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Highbridge or ISVP or any of their respective affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, Highbridge and ISVP may rely on the number of outstanding shares of Common Stock as reflected in the later dated of (x) the Company’s most recent Form 10-K (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Highbridge or ISVP, the Company shall within two Trading Days confirm orally and in writing to Highbridge the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Highbridge Note or the ISVP Note, since the date as of which such number of outstanding shares of Common Stock was reported.