Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. (a) Principal: To exercise its --------------------------------- principal conversion privilege, a holder of Preferred Stock a Note shall surrender the certificate or certificates representing the shares Note being converted to the Company at its the Company's principal office, and shall give written notice to the Company at that office that such holder elects to convert the outstanding principal balance of such sharesNote, or a portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock Note surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The For purposes of this clause (a), the date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock Note being converted, shall be the "Conversion Date." As promptly as practicable practicable, but in any event within 15 days after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock Note in accordance with the provisions of this Article III, the number of whole shares of Common Stock issuable upon the conversion of all accrued and unpaid interest on such Note up to and including the Conversion Date, any property or securities issuable upon conversion as provided in Section 5, 3.07 and cash, as provided in Section 5(j)3.12, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected made immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Preferred Stock a Note shall cease and the person Person or persons Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion DateCONVERSION DATE." As promptly as practicable after the Conversion DateDate for the Series A Preferred Stock being converted, the Company Corporation shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j)5.10, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a the holder of any share of Series D Preferred Stock shall surrender the certificate evidencing such share of Series D Preferred Stock, duly endorsed or certificates representing the shares being converted assigned to the Company in blank, at its principal officeany office or agency of the Company maintained for such purpose, and shall give accompanied by written notice to the Company at such office or agency that office that such the holder elects to convert such sharesSeries D Preferred Stock or, if less than the entire amount thereof is to be converted, the portion thereof to be converted. Such notice Series D Preferred Stock shall also state be deemed to have been converted immediately prior to the name or names close of business on the date (with address or addressesthe "Conversion Date") in which the certificate or certificates for of surrender of such shares of Series D Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder of such shares of Series D Preferred Stock as a holder shall cease, and the person or persons entitled to receive the Common Stock issuable upon such conversion shall be issuedtreated for all purposes as the record holder or holders of such Common Stock as and after such time. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable on or after the Conversion Date, the Company shall issue and shall deliver to the holder at any office or agency of the shares Company maintained for the surrender of Series D Preferred Stock being converted, or on its written order, such a certificate or certificates as it may request for the number of whole full shares of Common Stock issuable upon the conversion conversion, together with payment in lieu of such shares any fraction of Preferred Stock in accordance with the provisions of this Section 5, and casha share, as provided in Section 5(j7(c), in respect . In the case of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted certificate evidencing shares of Series D Preferred Stock shall cease and the person or persons which is converted in whose name or names any certificate or certificates for shares of Common Stock shall be issuable part only, upon such conversion the Company shall be deemed to have become execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series D Preferred Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofthat are not converted.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series C Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series C Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series C Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series C Preferred Stock in accordance with the provisions of this Section 5C5, and cash, as provided in Section 5(j)C5.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series C Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a the holder of Preferred Stock any Note to be converted shall surrender the certificate such Note, duly endorsed or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof assigned to the Company or in blank. The date when , at any office or agency of the Company maintained for that purpose pursuant to Section 8, accompanied by a duly signed conversion notice substantially in the form set forth on the Note to the Company at such written notice office or agency that the holder elects to convert such Note or, if less than the entire principal amount thereof is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock being to be converted, the portion thereof to be converted. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the "Conversion Date." As promptly as practicable Notes surrendered for conversion after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, such surrender or on its written order, such certificate or certificates as it may request for account of any dividends on the number of whole shares of Common Stock issuable issued upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion Notes shall be deemed to have been effected converted immediately prior to the close of business on the Conversion Dateday of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the holder Holders of such Notes as holder of the converted shares of Preferred Stock Holders shall cease cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed Persons entitled to have become the holder or holders of record of receive the shares of Common Stock represented thereby. The Company issuable upon conversion shall pay any taxes payable with respect to be treated for all purposes as the issuance record holder or holders of such shares of Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 13.3 and payment of interest accrued on the Note or portion thereof converted from the last Interest Payment Date to the effective date of conversion. In the case of any Note that is converted in part only, upon such conversion the Company shall execute and the Company shall deliver to the holder thereof, at the expense of the Preferred StockCompany, other than any taxes payable with respect a new Note or Notes of authorized denominations in aggregate principal amount equal to income by the holders thereofunconverted portion of the principal amount of such Note.

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a the holder of any share of Series B1/B2/B3/B4 Preferred Stock shall shall, if such Holder’s shares are certificated, surrender the certificate evidencing such share of Series B1/B2/B3/B4 Preferred Stock, duly endorsed or certificates representing the shares being converted assigned to the Company Corporation in blank, at its principal officeany office or agency of the Corporation maintained for such purpose, and shall give accompanied by written notice (a “Conversion Notice”) to the Company Corporation at such office or agency that office that such the holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series B1/B2/B3/B4 Preferred Stock surrendered for conversion shall or, if less than the entire amount thereof is to be accompanied by proper assignment converted, the portion thereof to the Company or in blankbe converted. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series B1/B2/B3/B4 Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected converted immediately prior to the close of business on the date (the “Conversion Date”) of surrender of such shares of Series B1/B2/B3/B4 Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder Holder as holder of the converted shares of Preferred Stock a Holder shall cease cease, and the person or persons in whose name entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series B1/B2/B3/B4 Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion (or a notice of such issuance if uncertificated shares are issued). In the case of any certificate evidencing shares of Series B1/B2/B3/B4 Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series B1/B2/B3/B4 Preferred Stock represented thereby. The Company shall pay any taxes payable with respect to the that are not converted (or a notice of such issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofif uncertificated shares are issued).

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a the holder of any share of Series B Preferred Stock shall surrender the certificate evidencing such share of Series B Preferred Stock, duly endorsed or certificates representing the shares being converted assigned to the Company Corporation in blank, at its principal officeany office or agency of the Corporation maintained for such purpose, and shall give accompanied by written notice to the Company Corporation at such office or agency that office that such the holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall or, if less than the entire amount thereof is to be accompanied by proper assignment converted, the portion thereof to the Company or in blankbe converted. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected converted immediately prior to the close of business on the date (the "Conversion Date") of surrender of such shares of Series B Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder as holder of the converted such shares of Series B Preferred Stock as a holder shall cease cease, and the person or persons in whose name entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series B Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 6(b). In the case of any certificate evidencing shares of Series B Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series B Preferred Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofthat are not converted.

Exercise of Conversion Privilege. To exercise its his conversion -------------------------------- privilege, a holder of Series C Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that such office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series C Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Series C Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series C Preferred Stock in accordance with the provisions of this Section 5, cash in the amount of all declared but unpaid dividends on such shares of Series C Preferred Stock, up to and including the Conversion Date, unless conversion of such declared but unpaid dividends into Common Stock has been elected, and cash, as provided in Section 5(j5(k), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series C Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock or Preferred Stock, as applicable, issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock or Preferred Stock, as applicable, issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock or Preferred Stock, as applicable, shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the or Preferred Stock, other than any taxes payable with respect to income by the holders thereofas applicable, represented thereby.

Exercise of Conversion Privilege. Issuance of Class A Common Stock on Conversion; No Adjustment for Interest or Dividends. To exercise its exercise, in whole or in part, the conversion privilegeprivilege with respect to any Note, a the holder of Preferred Stock such Note shall surrender the certificate such Note, duly endorsed, at an office or certificates representing the shares being converted to agency maintained for that purpose by the Company at its principal officepursuant to Section 10.2 (the "Conversion Agent"), accompanied by the funds, if any, required by the last paragraph of this Section 16.2, and shall give written notice of conversion in the form provided on the Notes (or such other notice which is acceptable to the Company at Company) to the Conversion Agent that office that such the holder of Notes elects to convert such sharesNote or such portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Class A Common Stock which are issuable upon on such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion , and shall be accompanied by proper assignment thereof transfer taxes, if required pursuant to Section 16.8. Each such Note surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Note, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder of Notes or in blankhis or her duly authorized attorney. The date when Holder of such written notice is received by Notes will not be required to pay any tax or duty which may be payable in respect of the Company, together with the certificate issue or certificates representing the delivery of shares of Preferred Class A Common Stock being convertedon conversion, shall but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the "Conversion Date." As issue or delivery of shares of Class A Common Stock in a name other than the same name as the registration of such Note. Subject to Section 16.3, as promptly as practicable after satisfaction of the Conversion Daterequirements for conversion set forth above, the Company shall issue and shall deliver to such holder at the holder of office or agency maintained by the shares of Preferred Stock being convertedCompany for such purpose pursuant to Section 10.2, or on its written order, such a certificate or certificates as it may request for the number of whole full shares of Class A Common Stock issuable upon the conversion of such shares of Preferred Stock Note or portion thereof in accordance with the provisions of this Section 5Article XVI. Certificates representing shares of Class A Common Stock will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid. In case any Note of a denomination of an integral multiple greater than $25 is surrendered for partial conversion, and cashsubject to Section 3.3, as provided the Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Note so surrendered, without charge to him or her, a new Note or Notes in Section 5(j), authorized denominations in respect an aggregate principal amount equal to the unconverted portion of any fraction of a share of Common Stock issuable upon such conversionthe surrendered Note. Such Each conversion shall be deemed to have been effected immediately prior as to the close of business any such Note (or portion thereof) on the Conversion Datedate on which the requirements set forth above in this Section 16.2 have been satisfied as to such Note (or portion thereof), and at such time the rights of the holder as holder of the converted shares of Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be are issuable upon such conversion shall be deemed to have become on said date the holder or holders of record of the shares represented thereby; provided, however, that any such surrender on any date when the Company's stock transfer books are closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Note is surrendered. Any Note or portion thereof surrendered for conversion during the period from the close of business on any Regular Record Date for any interest payment through the opening of business on the corresponding Interest Payment Date shall (unless such Note or portion thereof being converted has been called for redemption pursuant to a notice of redemption mailed by the Company to the holders in accordance with the provisions of Section 11.4) after such Regular Record Date and before such Interest Payment Date be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest and liquidated damages, if any, otherwise payable on such Interest Payment Date on the principal amount being converted; provided however, that no such payment need be made if there exists at the time of conversion a default in the payment of interest or liquidated damages, if applicable, on the Notes. An amount equal to such payment (or the interest payment due, as the case may be) shall be paid by the Company on such Interest Payment Date to the holder of such Note at the close of business on such Record Date; provided, however, that if the Company defaults in the payment of interest or liquidated damages, if applicable, on such Interest Payment Date, such amount shall be paid to the person who made such required payment. Except as provided above in this Section 16.2, no adjustment shall be made for interest and liquidated damages, if any, accrued on any Note converted or for dividends on any shares of Class A Common Stock represented thereby. The Company shall pay any taxes payable with respect to issued upon the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofsuch Note as provided in this Article XVI.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5A5, and cash, as provided in Section 5(j)A5.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a the holder of any share of Series 1/2/3 Preferred Stock shall shall, if such Holder’s shares are certificated, surrender the certificate evidencing such share of Series 1/2/3 Preferred Stock, duly endorsed or certificates representing the shares being converted assigned to the Company Corporation in blank, at its principal officeany office or agency of the Corporation maintained for such purpose, and shall give accompanied by written notice (a “Conversion Notice”) to the Company Corporation at such office or agency that office that such the holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series 1/2/3 Preferred Stock surrendered for conversion shall or, if less than the entire amount thereof is to be accompanied by proper assignment converted, the portion thereof to the Company or in blankbe converted. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series 1/2/3 Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected converted immediately prior to the close of business on the date (the “Conversion Date”) of surrender of such shares of Series 1/2/3 Preferred Stock for conversion in accordance with the foregoing provisions, and at such time the rights of the holder Holder as holder of the converted shares of Preferred Stock a Holder shall cease cease, and the person or persons in whose name entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names holders of such Common Stock as and after such time. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and shall deliver at any office or agency of the Corporation maintained for the surrender of Series 1/2/3 Preferred Stock a certificate or certificates for the number of full shares of Common Stock shall be issuable upon conversion (or a notice of such issuance if uncertificated shares are issued). In the case of any certificate evidencing shares of Series 1/2/3 Preferred Stock that is converted in part only, upon such conversion the Corporation shall be deemed to have become also execute and deliver a new certificate evidencing the holder or holders number of record of the shares of Common Series 1/2/3 Preferred Stock represented thereby. The Company shall pay any taxes payable with respect to the that are not converted (or a notice of such issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofif uncertificated shares are issued).

Exercise of Conversion Privilege. To exercise its a conversion privilege, a holder of Series B Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that the office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be is the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series B Preferred Stock being converted, or on its written order, converted (i) such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series B Preferred Stock in accordance with the provisions of this Section 5, (ii) cash in the amount of all accrued and unpaid dividends on such shares of Series B Preferred Stock, if any, computed up to and including the Conversion Date and (iii) cash, as provided in Section 5(j), 5.10 in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series B Preferred Stock shall cease and the person or persons person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series B Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series B Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series B Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j)5.9, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series B Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificates(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its his conversion -------------------------------- privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5, cash in the amount of all unpaid dividends on such shares of Series A Preferred Stock, up to and including the Conversion Date, unless conversion of such unpaid dividends into Common Stock has been elected, and cash, as provided in Section 5(j5(k), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates certificate(s) representing the shares being converted to the Company Corporation at its principal office, and shall give accompanied by written notice to the Company Corporation at that office that such holder stockholder elects to convert such sharesshares (a "Conversion Notice"). Such notice The Conversion Notice also shall also state the name or names (with address or addressesname(s) and address(es) in which the certificate or certificates certificate(s) for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates certificate(s) for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice the Conversion Notice is received by the Company, Corporation together with the certificate or certificates certificate(s) representing the shares of Series A Preferred Stock being converted, converted shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates certificate(s) as it may request for of the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5, 5 and cash, as provided in Section 5(j5(h), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as a holder of the converted shares of Series A Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders holder(s) of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Class A Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series A Preferred Stock being converted, shall be the "Conversion Date." ". As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Class A Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j5(k), in respect of any fraction of a share of Class A Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series A Preferred Stock shall surrender the certificate or certificates certificate(s) representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates certificate(s) for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates certificate(s) for shares of Series A Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates certificate(s) representing the shares of Series A Preferred Stock being converted, shall be the "“Conversion Date." ”. As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series A Preferred Stock being converted, or on its written order, such certificate or certificates certificate(s) as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series A Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series A Preferred Stock shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders holder(s) of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to In the issuance of Common Stock upon conversion event some but not all of the shares of Series A Preferred StockStock represented by a certificate(s) surrendered by a holder are converted, other than any taxes payable with respect the Corporation shall execute and deliver to income by or on the holders thereoforder of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Series A Preferred Stock which were not converted.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Series B Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series B Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series B Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series B Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole or fractional shares of Common Stock issuable upon the conversion of such shares of Series B Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, Date and at such time the rights of the holder as holder of the converted shares of Series B Preferred Stock shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company Corporation shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Series B Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Preferred Stock a Note shall surrender the certificate or certificates representing the shares such Note being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such sharesNote, or a portion thereof. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock Note so surrendered for conversion shall be accompanied by proper assignment thereof to the Company or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock Note being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock Note being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock Note in accordance with the provisions of this Section 5Article VI, cash in the amount of all accrued and unpaid interest on such Note up to and including the Conversion Date, and cash, as provided in Section 5(j)6.06, in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as a holder of the converted shares of Preferred Stock a Note shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To exercise its Upon receipt of written notice of conversion privilege(pursuant to Section 8.1 hereof) in the form provided on the Credit Facility Note, a holder of Preferred Stock shall Abbo▇▇ ▇▇▇ll immediately surrender the certificate Credit Facility Note or certificates representing the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares. Such notice shall also state the name any $1,000,000 Integral Multiple thereof duly endorsed or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Credit Facility Note surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion Credit Facility Note shall be deemed to have been effected converted immediately prior to the close of business on the Conversion Dateday of mailing of the written notice of conversion (pursuant to Section 8.1 hereof) by the Company, and at such time the rights of the holder as holder of the converted shares of Preferred Stock shall cease Abbo▇▇ ▇▇▇ll cease, and the person Person or persons in whose name Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names any holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock shall be issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 3.3 hereof. In the case of any Credit Facility Note which is converted in part only, upon such conversion conversion, the Company shall be deemed execute and deliver to have become Abbo▇▇, ▇▇ the holder or holders of record expense of the shares Company, a new Credit Facility Note or Credit Facility Notes of Common Stock represented thereby. The Company shall pay any taxes payable with respect authorized denominations in the aggregate principal amount equal to the issuance of Common Stock upon conversion unconverted portion of the Preferred Stock, other than any taxes payable with respect to income by principal amount of the holders thereofCredit Facility Note.

Exercise of Conversion Privilege. To exercise its a conversion privilege, a holder of Series C Preferred Stock shall surrender the certificate or certificates representing the shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that the office that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Series C Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Series C Preferred Stock being converted, shall be is the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Series C Preferred Stock being converted, or on its written order, converted (i) such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Series C Preferred Stock in accordance with the provisions of this Section 5, (ii) cash in the amount of all accrued and unpaid dividends on such shares of Series C Preferred Stock, if any, computed up to and including the Conversion Date and (iii) cash, as provided in Section 5(j), 5.10 in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Series C Preferred Stock shall cease and the person or persons person in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.

Exercise of Conversion Privilege. To In order to exercise its the conversion privilege, a holder of Preferred Stock Guidant shall surrender the certificate Note or certificates representing any $100,000 Integral Multiple of the shares being converted to the Company at its principal office, and shall give written notice to the Company at that office that such holder elects to convert such shares. Such notice shall also state the name Note duly endorsed or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. The certificate or certificates for shares of Preferred Stock surrendered for conversion shall be accompanied by proper assignment thereof assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose, accompanied by written notice of conversion in the form provided on the Note (or such other notice as is acceptable to the Company) at such office or agency that Guidant elects to convert such Note or $100,000 Integral Multiple thereof. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Note surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. The date when such written notice is received by the Company, together with the certificate or certificates representing the shares of Preferred Stock being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company shall issue and shall deliver to the holder of the shares of Preferred Stock being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion Note shall be deemed to have been effected converted immediately prior to the close of business on the Conversion Dateday of surrender of the whole portion of the principal amount or any $100,000 Integral Multiple thereof for conversion in accordance with the foregoing provisions, and at such time the rights of the holder as holder of the converted shares of Preferred Stock Guidant shall cease cease, and the person Person or persons in whose name Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or names any holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock shall be issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 12.3 hereof. In the case of any Note which is converted in part only, upon such conversion conversion, the Company shall be deemed execute and deliver to have become Guidant, at the holder or holders of record expense of the shares Company, a new Note or Notes of Common Stock represented thereby. The Company shall pay any taxes payable with respect authorized denominations in the aggregate principal amount equal to the issuance of Common Stock upon conversion unconverted portion of the Preferred Stock, other than any taxes payable with respect to income by principal amount of the holders thereofNote.

Exercise of Conversion Privilege. To exercise its conversion privilege, a holder of Preferred Stock Shares shall surrender the certificate or certificates representing the shares Preferred Shares being converted to the Company Corporation at its principal office, and shall give written notice to the Company Corporation at that office least 10 days prior to the date the holder desires to convert to the effect that such holder elects to convert such shares. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. If such certificates are to be issued in the names of persons other than the original holder of the Preferred Shares, the holder of the Preferred Shares to be converted shall pay all applicable transfer taxes in connection with the issuance of the shares of Common Stock upon such conversion. The certificate or certificates for shares of the Preferred Stock Shares surrendered for conversion shall be accompanied by proper assignment thereof to the Company Corporation or in blank. The date when such written notice is received by the CompanyCorporation, together with the certificate or certificates representing the shares of Preferred Stock Shares being converted, shall be the "Conversion Date." As promptly as practicable after the Conversion Date, the Company Corporation shall issue and shall deliver to the holder of the shares of Preferred Stock Shares being converted, or on its written order, such certificate or certificates as it may request for the number of whole shares of Common Stock issuable upon the conversion of such shares of Preferred Stock Shares in accordance with the provisions of this Section 5VI, and cash, rounded up to the nearest whole share as provided in Section 5(jVI(g), in respect of any fraction of a share of Common Stock issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of the holder as holder of the converted shares of Preferred Stock Shares shall cease and the person or persons person(s) in whose name or names name(s) any certificate or certificates certificate(s) for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect to the issuance of Common Stock upon conversion of the Preferred Stock, other than any taxes payable with respect to income by the holders thereof.