Common use of Mandatory Conversions Clause in Contracts

Mandatory Conversions. (i) If, at any time from and after the Closing Date, the Market Price of the Common Stock exceeds $10.00 per share (which amount shall be proportionately adjusted for any recapitalization, stock split, reverse stock split, stock dividend or similar event resulting in a change in the shares of Common Stock) on each of 60 consecutive trading days, then all Shares of the Series C Preferred then outstanding shall automatically be deemed to have been surrendered by the holders thereof for conversion (and shall be automatically converted) into shares of Common Stock as provided in the next following sentence effective as of the close of business on the last day of such 60-day period. Each holder's Shares of Series C Preferred shall be converted into a number of shares of Common Stock computed by dividing (x) the total amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares by (y) the Conversion Price in effect as of the close of business on the last day of such 60-day period. (ii) The Corporation shall have the right, at its sole option, to convert all, but not less than all, of the then outstanding Shares of Series C Preferred into shares of Common Stock as provided in the next following sentence effective as of the close of business on the Business Day immediately preceding the date of consummation of any Corporate Change (as defined in Section 6G hereof); provided, however, that such conversion shall be subject to and conditioned upon the consummation of such Corporate Change. If the Corporation elects to exercise this special conversion right and the Corporate Change is consummated, each holder's Shares of Series C Preferred shall automatically be deemed to have been surrendered by such holder for conversion (and shall be automatically converted) into a number of shares of Common Stock computed by dividing (x) the total amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares by (y) the Conversion Price in effect as of the close of business on the Business Day immediately preceding the date of consummation of such Corporate Change. The Corporation may exercise this special conversion right by mailing to the holders of record of the Series C Preferred at least 20 days in advance of the expected effective date of the Corporate Change a written notice of its election to do so, which notice shall include (a) a summary description of the Corporate Change, (b) a statement that the Corporation elects to exercise its special conversion right under this Section 6B(ii) in connection with such Corporate Change and (c) the expected effective date of such Corporate Change. The exercise by the Corporation of this special conversion right shall be irrevocable. (iii) All Shares of the Series C Preferred that remain outstanding at the close of business on the Mandatory Conversion Date (as defined in Section 11 hereof) shall automatically be deemed to have been surrendered by the holders thereof for conversion (and shall be automatically converted) into shares of Common Stock as provided in the next following sentence effective as of the close of business on the Mandatory Conversion Date. Each holder's Shares of Series C Preferred shall be converted into a number of shares of Common Stock computed by dividing (x) the total amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares by (y) the Conversion Price in effect as of the close of business on the Mandatory Conversion Date.

Mandatory Conversions. Upon the occurrence of a "Mandatory --------------------- Conversion Event" (i) Ifas defined below), the Company has the right at the option and in the sole discretion of the Company, at any time from after March ----- 15, 1995 and after the Closing Date, the Market Price of the Common Stock exceeds $10.00 per share (which amount shall be proportionately adjusted for any recapitalization, stock split, reverse stock split, stock dividend on or similar event resulting in a change in the shares of Common Stock) on each of 60 consecutive trading days, then all Shares of the Series C Preferred then outstanding shall automatically be deemed to have been surrendered by the holders thereof for conversion (and shall be automatically converted) into shares of Common Stock as provided in the next following sentence effective as of before the close of business on such date as this -- Debenture has been paid in full, to covert all or any portion of the last day of unpaid principal amount hereof into such 60-day period. Each holder's Shares of Series C Preferred shall be converted into a number of shares of Common Stock computed by dividing as is equal to the quotient of (x) the total principal amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares this Debenture being so converted divided by (y) the Common Stock Conversion Price then in effect as of the close of business on the last day of such 60-day period. (ii) The Corporation effect. A "Mandatory Conversion Event" shall have the right, at its sole option, to convert all, but not less than all, of the then outstanding Shares of Series C Preferred into shares of Common Stock as provided in the next following sentence effective as of the close of business on the Business Day immediately preceding the date of consummation of any Corporate Change (as defined in Section 6G hereof); provided, however, that such conversion shall be subject to and conditioned upon the consummation of such Corporate Change. If the Corporation elects to exercise this special conversion right and the Corporate Change is consummated, each holder's Shares of Series C Preferred shall automatically be deemed to have occurred when both (i) the "Minimum Price Level" (as hereinafter defined) has been surrendered by achieved and (ii) the "Other Conditions" (as hereinafter defined) have been satisfied. The "Minimum Price Level" shall have been achieved at such holder time as the closing bid price of the Common Stock exceeds either (A) $2.00 per share (as currently constituted) for conversion a period of sixty consecutive business days after the date hereof or (B) $2.50 per share (as currently constituted) for a period of thirty consecutive business days after the date hereof, in each case, for which such closing bid price is reported (provided that, if trades of the Common Stock (rather than bid and asked quotations) are reported on a stock exchange or National Association of Securities Dealers' or other quotation bureau listing, then the closing trade price for such date, rather than the closing bid price, shall be automatically convertedused for purposes of making this determination). The "Other Conditions" shall have been deemed satisfied if and when (i) into the Company has reserved for issuance a sufficient number of shares of Common Stock computed to allow for the full exercise (A) by dividing (x) the total amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares by (y) the Conversion Price in effect as Holder hereof of the close conversion rights set forth in this Section 2 and (B) by the holder of business on the Business Day immediately preceding the date of consummation of such Corporate Change. The Corporation may exercise this special conversion right by mailing warrants issued pursuant to the holders of record Debenture Purchase Agreement of the Series C Preferred at least 20 days in advance unexercised portion of the expected effective date of the Corporate Change a written notice of its election to do so, which notice shall include (a) a summary description of the Corporate Changeeach such warrant, (bii) a statement that no uncured "Event of Default" (as hereinafter defined) exists hereunder, and no event has occurred which with the Corporation elects to exercise its special conversion right under this Section 6B(ii) in connection with such Corporate Change and (c) giving of notice or the expected effective date passage of such Corporate Change. The exercise by the Corporation time would constitute an Event of this special conversion right shall be irrevocable. Default, (iii) All Shares of the Series C Preferred that remain outstanding at the close of business on the Mandatory Conversion Date no Registration Default (as defined in Section 11 hereofthe Debenture Purchase Agreement), exists and no event has occurred which, with the giving of notice or the passage of time, would constitute a Registration Default, (iv) shall automatically be deemed to all shares of the Company's outstanding Series G Preferred Stock, par value $100 per share, have been surrendered by or are being simultaneously converted into Common Stock, (v) the holders thereof Company is in full compliance with the terms, conditions and covenants of the Debenture, including but not limited to, the timely payment of interest, and (vi) the Company shall not have outstanding any preferred stock or convertible indebtedness (except for conversion (and shall be automatically converted) convertible indebtedness which is being converted into shares of Common Stock as provided in no later than the next following sentence effective as of conversion occurring pursuant to this Section 2.2) or other equity securities which are senior to the close of business on the Mandatory Conversion Date. Each holder's Shares of Series C Preferred shall be converted into a number of shares of Common Stock computed by dividing (x) the total amount of Liquidation Value (plus the aggregate accrued but unpaid dividends, if any) represented by such holder's Shares by (y) the Conversion Price in effect as of the close of business on the Mandatory Conversion DateStock.