Common use of Restrictions on Conversion Clause in Contracts

Restrictions on Conversion. Prior to the receipt of the Requisite Nasdaq Approval, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of Common Shares to be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "Permissible Conversion Amount" shall be a number of Common Shares equal to the product of (a) the total number of Common Shares issuable to such Investor upon conversion or exercise of all such Investor's Initial Shares, and (b) a fraction the numerator of which is (i) (A) the lesser of (x) the product of .199 times the total number of Common Shares issued and outstanding on November 19, 2001 and (y) the product of .199 times the total voting power of the Common Shares issued and outstanding on November 19, 2001, minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total number of Common Shares issuable upon conversion or exercise of all Initial Shares. Prior to the Receipt of the Requisite Shareholder Approval, each holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Shares have been obtained, it being understood that, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such a manner as would not result in violation of any applicable regulation. GE shall not convert any Preference Shares, or exercise any Class A Warrant, until such time as any required waiting period, including extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shalx xxxx xxxxxxx xx been terminated.

Restrictions on Conversion. Prior Under no circumstances may either Holder or Company effect a conversion if, after giving effect to the receipt such conversion upon delivery of shares of Common Stock, Holder would beneficially own in excess of 4.99% of the Requisite Nasdaq ApprovalCommon Stock of Company outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon the conversion with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issued issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of 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 Notes or the Warrants) subject to such Investor upon such a limitation on conversion or exerciseexercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "Permissible Conversion Amount" beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange. To the extent that the limitation contained in this section applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder) and of which a portion of this Note is convertible shall be in the sole discretion of Holder. To ensure compliance with this restriction, Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of determining the number of outstanding shares of Common Shares equal Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent quarterly or annual reports, (y) a more recent public announcement by the Company including on the OTC Markets website, or (z) any other notice by the Company or the Company's Transfer Agent approved by the Company setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two business days confirm orally and in writing to the product of (a) Holder the total number of shares of Common Shares issuable Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to such Investor upon the conversion or exercise of all such Investor's Initial Sharessecurities of the Company, and (b) a fraction including this Note, by the numerator Holder or its Affiliates since the date as of which is (i) (A) the lesser of (x) the product of .199 times the total such number of outstanding shares of Common Shares issued and outstanding on November 19Stock was reported. The provisions of this Section 3(c)(v) may be waived by the Holder, 2001 and (y) at the product of .199 times the total voting power election of the Common Shares issued and outstanding on November 19Holder, 2001, minus (B) upon not less than 61 days' prior notice to the 140,380 Common Shares issued on November 20, 2001Company, and the denominator provisions of this Section 3(c)(v) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The provisions of this paragraph shall be implemented in a manner necessary to preserve the intended 4.99% beneficial ownership limitation herein contained and shall not be modified in a manner otherwise than in strict conformity with the terms of this Section 3(c)(v) to correct this paragraph (or any portion hereof) which is (ii) may be defective or inconsistent with the total number of Common Shares issuable upon conversion intended 4.99% beneficial ownership limitation herein contained or exercise of all Initial Sharesto make changes or supplements necessary or desirable to properly give effect to such 4.99% limitation. Prior The limitations contained in this paragraph shall apply to the Receipt of the Requisite Shareholder Approval, each a successor holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Shares have been obtained, it being understood that, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such a manner as would not result in violation of any applicable regulation. GE shall not convert any Preference Shares, or exercise any Class A Warrant, until such time as any required waiting period, including extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shalx xxxx xxxxxxx xx been terminatedNote.

Restrictions on Conversion. Prior Notwithstanding anything to the receipt contrary in this Supplemental Indenture, the Indenture or the Notes, no Beneficial Owner of Notes will be entitled to receive shares of Common Stock upon conversion of the Requisite Nasdaq Approval, no Investor shall convert Notes and any Preference Share or exercise any Class A Warrant, if the number delivery of shares of Common Shares to Stock upon conversion of the Notes will be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "Permissible Conversion Amount" shall be a number void and of Common Shares equal to the product of no effect (a) if such Beneficial Owner of Notes is an Acquiring Person or (b) to the total number extent (but only to the extent) that such receipt or delivery would cause such Beneficial Owner of Common Shares issuable Notes to become an Acquiring Person (each such Investor upon conversion or exercise of all such Investor's Initial Shares, restriction in the foregoing clauses (a) and (b) ), a fraction “Conversion Restriction”), unless such Beneficial Owner of Notes has received prior approval of the numerator Board of Directors. Without limiting the foregoing, if any delivery of shares of Common Stock upon conversion of Notes is not made, in whole or in part, as a result of a Conversion Restriction, the Company’s obligation to make such delivery will not be extinguished and the Company shall deliver such shares, in one or more installments, as promptly as practicable, in the case of each such installment, following the time at which is (i) (A) such Beneficial Owner of Notes is an Acquiring Person and (B) such delivery of the lesser shares included in such installment would not cause such Beneficial Owner of Notes to become an Acquiring Person (each of clauses (A) and (B), a “Delayed Delivery Condition”), and (ii) such Beneficial Owner of Notes delivers written notice to the Company and represents in writing to the Company, as of the date of such notice and the date of the relevant delivery, that the Delayed Delivery Conditions have been met. In exercising its right of conversion, each Beneficial Owner of Notes shall be deemed to have represented to the Company, as of the date of such exercise and as of the date of actual receipt by such Beneficial Owner of Notes of the relevant shares of Common Stock, that (x) the product of .199 times the total number of Common Shares issued and outstanding on November 19, 2001 it is not an Acquiring Person and (y) the product receipt or delivery of .199 times (1) the total voting power full number of shares of Common Stock with respect to which it is exercising its right of conversion or (2) if such Beneficial Owner of Notes has delivered written notice to the Company at least five and no more than 10 Business Days prior to the relevant exercise (such notice to be deemed given only upon receipt by the Company) that such Beneficial Owner of Notes may only receive a lesser number of shares at such time under the Conversion Restriction described in clause (b) of the Common Shares issued and outstanding on November 19definition thereof, 2001, minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total such lesser number of Common Shares issuable upon conversion or shares, in the case of each of clauses (1) and (2), will not cause it to become an Acquiring Person. For the avoidance of doubt, the Conversion Restrictions set forth in this Section 4.23 shall apply to any exercise of all Initial Shares. Prior a conversion right by a Holder of Notes, but in the case of Global Securities, only to the Receipt extent that such restrictions apply to the owners of beneficial interests in such Global Securities other than participants of the Requisite Shareholder Approval, each holder Depository who hold beneficial interests in the Notes on behalf of Preference Shares and Class A Warrants issued under other Persons. The Conversion Restriction shall apply regardless of whether the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Shares have been obtained, it being understood that, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise Rights Plan is then in such a manner as would not result in violation of any applicable regulation. GE shall not convert any Preference Shares, or exercise any Class A Warrant, until such time as any required waiting period, including extensions thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shalx xxxx xxxxxxx xx been terminatedeffect.

Restrictions on Conversion. Prior to the receipt of the Requisite Nasdaq Approval, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of Common Shares to be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's ’s Permissible Conversion Amount. An Investor's "’s “Permissible Conversion Amount" ” shall be a number of Common Shares equal to the product of (a) the total number of Common Shares issuable to such Investor upon conversion or exercise of all such Investor's ’s Initial Shares, and (b) a fraction the numerator of which is (i) (A) the lesser of (x) the product of .199 times the total number of Common Shares issued and outstanding on November 19, 2001 and (y) the product of .199 times the total voting power of the Common Shares issued and outstanding on November 19, 2001, minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total number of Common Shares issuable upon conversion or exercise of all Initial Shares. Prior to the Receipt of the Requisite Shareholder Approval, each holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Shares have been obtained, it being understood that, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such a manner as would not result in violation of any applicable regulation. GE shall not convert any Preference Shares, or exercise any Class A Warrant, until such time as any required waiting period, including extensions thereof, under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended, shalx xxxx xxxxxxx xx shall have expired or been terminated.

Restrictions on Conversion. Prior to the receipt of the Requisite Nasdaq Shareholder Approval, no Investor shall convert any Preference Share or exercise any Class A Warrant, if the number of Common Shares to be issued to such Investor upon such conversion or exercise, together with all Common Shares issued upon prior conversions or exercise by such holder, would exceed such Investor's Permissible Conversion Amount. An Investor's "Permissible Conversion Amount" shall be a number of Common Shares equal to the product of (a) the total number of Common Shares issuable to such Investor upon conversion or exercise of all such Investor's Initial Shares, and (b) a fraction the numerator of which is (i) (A) the lesser of (x) the product of .199 times the total number of Common Shares issued and outstanding on November 19, 2001 and (y) the product of .199 times the total voting power of the Common Shares issued and outstanding on November 19, 2001, minus (B) the 140,380 Common Shares issued on November 20, 2001, and the denominator of which is (ii) the total number of Common Shares issuable upon conversion or exercise of all Initial SharesShares plus the number of Common Shares issued on November 20, 2001. Prior to the Receipt of the Requisite Shareholder Approval, each holder of Preference Shares and Class A Warrants issued under the Subscription Agreement or the Management Subscription Agreement shall require any transferee of Preference Shares or Class A Warrants to agree to this restriction, such that it applies to such transferee as if such transferee had acquired such securities at Closing, and attributing to such transferee a pro rata portion of any conversion or exercise by the transferor, prior to such transfer. Prior to receipt of the Requisite Regulatory Approval, no Investor shall convert any Preference Shares into Common Shares or exercise any Class A Warrants unless all necessary approvals for such ownership of Common Shares have been obtained, it being understood that, subject to Section 5.2 hereof, this restriction on conversion and exercise shall not restrict an Investor from converting or exercising and selling, or otherwise disposing of, the shares received on conversion or exercise in such a manner as would not result in violation of any applicable regulation. GE shall not convert any Preference Shares, or exercise any Class A Warrant, until such time as any required waiting period, including extensions thereof, under the HartXxxx - Xxxxx-Scott-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended, shalx xxxx xxxxxxx xx shall have expired or been terminated.