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. 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 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 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 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 his conversion -------------------------------- privilege, a holder of Series B 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 B 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 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 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 54, cash in the amount of all unpaid dividends on such shares of Series B 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(j4(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 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 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 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 this conversion privilegeprivilege with respect to any Certificate, the Holder of any such Certificate to be converted in whole or in part, shall deliver, transfer and assign such Certificate, duly endorsed in blank or accompanied by a holder written instrument of Preferred Stock shall surrender the certificate or certificates representing the shares being converted transfer executed in blank in form satisfactory to the Company at its principal officeCompany, to the Company, and shall give written notice of conversion in the form attached hereto as Exhibit A (or such other notice that is acceptable to the Company) to the Company at and to the Trustee that office that such the holder elects to convert such sharesCertificate or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addressesaddress) in which the certificate or certificates for shares of Common Stock that shall be issuable upon on such conversion shall be issuedregistered. The certificate or certificates for shares of Preferred Stock surrendered Each such Certificate delivered for conversion shall shall, unless the Common Stock issuable on conversion is to be issued in the name of the holder of such Certificate as it appears on the Certificate register, be duly endorsed by, or be accompanied by proper assignment thereof instruments of transfer in form satisfactory to the Company duly executed by, the Holder or in blankhis duly authorized attorney. 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 satisfaction of the Conversion Daterequirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Certificate or Certificates (or portion thereof) so converted), the Company shall issue and shall deliver to the such holder of the shares of 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 of such shares of Preferred Stock Certificate or portion thereof in accordance with the provisions of this Section 5, and cash, as provided in Section 5(j), a check in respect of any fraction fractional interest in respect of a share of Common Stock issuable arising upon such conversion, as provided in Section 5. Such conversion In case any Certificate representing more than 1,000 Units shall be deemed to have been effected immediately prior surrendered for partial conversion, the Company shall execute and deliver to the close of business on Trustee for authentication and delivery to the Conversion Date, and at such time the rights Holder of the holder as holder Certificate so surrendered, without charge to him, a new Certificate representing a number of Units equal to the unconverted Units of the converted shares of Preferred Stock shall cease and surrendered Certificate pursuant to 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 terms of the shares Supplemental Indenture. In connection with any conversion of Common Stock represented thereby. The a Certificate, the Company shall shall, upon the request of the Trustee, promptly pay any taxes payable with respect to the Trustee for payment, the amount, if any, required to pay the reasonable transfer charges attributable to the issuance of Common Stock upon conversion of the Preferred Stockany Certificate, including any tax or other than any taxes payable governmental charge assessed in connection with respect to income by the holders thereofsuch transfer.

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. 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.

Exercise of Conversion Privilege. To exercise its conversion privilege, a (a) Conversion of the Notes may be effected by any holder of Preferred Stock shall thereof upon the surrender the certificate or certificates representing the shares being converted to the Company at its principal officethe office of the Company designated for notices in accordance with Section 12.6, and shall give of a written notice to the Company at that office stating that such holder elects to convert all or a specified portion of the outstanding principal amount of such shares. Such notice shall also state Notes in accordance with the provisions of this Article 10 and specifying the name or names (with address or addresses) in which such holder wishes the certificate or certificates for shares of Common Stock issuable upon such conversion shall to be issued. The certificate Company will pay any and all issue, transfer and other taxes (other than taxes based on income) that may be payable in respect of any issue or certificates for delivery of shares of Preferred Common Stock surrendered for on conversion shall be accompanied by proper assignment thereof to the Company or in blankof Notes pursuant hereto. 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 practicable, and in any event within five Business Days after the Conversion Datesurrender of such Notes and the receipt of such notice relating thereto, the Company shall issue deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and shall deliver nonassessable full shares of Common Stock to which the holder of the shares Notes being converted shall be entitled and (ii) if less than the entire outstanding principal amount of Preferred Stock any Note surrendered is being converted, or on its written order, such certificate or certificates as it may request for a new Note in 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 principal amount which remains outstanding upon such partial conversion. Such conversion shall be deemed to have been effected immediately prior to made at the close of business on the Conversion Date, and at date of giving such time notice so that the rights of the holder thereof as holder of to the Note or Notes (or portion thereof) being converted shall cease except for the right to receive shares of Preferred Common Stock shall cease in accordance herewith, and the person or persons in whose name or names any certificate or certificates for Person entitled to receive the shares of Common Stock shall be issuable upon such conversion shall be deemed to have treated for all purposes as having become the record holder or holders of record of the such shares of Common Stock represented thereby. The Company shall pay any taxes payable with respect at such time, so long as such holder's Notes are delivered to the issuance of Common Stock upon conversion Company within two Business Days after the date of the Preferred Stock, other than any taxes payable with respect to income by the holders thereofgiving of notice.

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 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 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 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 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 (a) Any conversion privilege, a holder by the holders of Preferred Notes into Common Stock shall be in an aggregate outstanding principal amount equal to at least $100,000, unless the amount so converted shall be such holder's entire outstanding principal amount of Notes. Conversion of the Notes may be effected by any holder thereof upon the surrender the certificate or certificates representing the shares being converted to the Company at its principal officethe office of the Company designated for notices in accordance with Section 11.6 or at the office of any agent or agents of the Company, and shall give as may be designated by the Board of Directors (the "Transfer Agent"), of the Notes to be converted, accompanied by a written notice to the Company at that office stating that such holder elects to convert all or a specified portion of the outstanding principal amount of such shares. Such notice shall also state Notes in accordance with the provisions of this Article 8 and specifying the name or names (with address or addresses) in which such holder wishes the certificate or certificates for shares of Common Stock issuable upon such conversion shall to be issued. The certificate In case any holder's notice shall specify a name or certificates for shares names other than that of Preferred Stock surrendered for conversion such holder, such notice shall be accompanied by proper assignment thereof to payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Company will pay any and all issue and other taxes (other than taxes based on income) that may be payable in respect of any issue or in blank. The date when such written notice is received by the Company, together with the certificate or certificates representing the delivery of shares of Preferred Common Stock being converted, shall be the "Conversion Date." on conversion of Notes pursuant hereto. As promptly as practicable practicable, and in any event within five (5) Business Days after the Conversion Datesurrender of such Notes and the receipt of such notice relating thereto and, if applicable, payment of all transfer taxes (or the demonstration to the satisfaction of the Company that such taxes have been paid), the Company shall issue deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and shall deliver nonassessable full shares of Common Stock to which the holder of the shares Notes being converted shall be entitled and (ii) if less than the entire outstanding principal amount of Preferred Stock any Note surrendered is being converted, or on its written order, such certificate or certificates as it may request for a new Note in 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 principal amount which remains outstanding upon such partial conversion. Such conversion The date of delivery of the Notes shall be deemed to have been effected immediately prior to be the close date 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 thereofconversion.

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 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 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 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 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 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.