PRIOR TO THE DATE OF THE
REDEMPTION NOTICE REFERRED TO IN SECTION 7.5.
16
7.4
REDEMPTION.
THE DATE THAT THE REDEMPTION DESCRIBED IN EITHER A
REDEMPTION REQUEST OR A REDEMPTION DIRECTIVE, AS APPLICABLE, IS EFFECTED SHALL
BE REFERRED TO AS A "REDEMPTION DATE".
ON THE REDEMPTION DATE, THE CORPORATION
SHALL REDEEM THE NUMBER OF OUTSTANDING SHARES OF SERIES C PREFERRED STOCK SET
FORTH IN THE REDEMPTION NOTICE ON A PRO RATA BASIS IN ACCORDANCE WITH THE NUMBER
OF SHARES OF SERIES C PREFERRED STOCK OWNED BY EACH HOLDER THEREOF.
IF ON ANY
REDEMPTION DATE DELAWARE LAW GOVERNING DISTRIBUTIONS TO STOCKHOLDERS PREVENTS
THE CORPORATION FROM REDEEMING ALL SHARES OF SERIES C PREFERRED STOCK TO BE
REDEEMED, THE CORPORATION SHALL RATABLY REDEEM THE MAXIMUM NUMBER OF SHARES THAT
IT MAY REDEEM CONSISTENT WITH SUCH LAW, AND SHALL REDEEM THE REMAINING SHARES AS
SOON AS IT MAY LAWFULLY DO SO UNDER SUCH LAW.
7.5
REDEMPTION NOTICE.
UPON (A) RECEIPT OF A REDEMPTION REQUEST OR (B)
ISSUANCE OF A REDEMPTION DIRECTIVE, THE CORPORATION SHALL SEND WRITTEN NOTICE OF
THE MANDATORY REDEMPTION (THE "REDEMPTION NOTICE") TO EACH HOLDER OF RECORD OF
SERIES C PREFERRED STOCK NOT LESS THAN 30 DAYS PRIOR TO THE REDEMPTION DATE.
EACH REDEMPTION NOTICE SHALL STATE:
(a)
the number of shares of Series C Preferred Stock held by the
holder that the Corporation shall redeem on the Redemption Date specified in the
Redemption Notice;
(b)
the Redemption Date and the Holder Election Redemption Price or
the Corporation Election Redemption Price, as applicable;
(c)
the date upon which the holder's right to convert such shares
terminates (as determined in accordance with Subsection 5.1); and
(d)
that the holder is to surrender to the Corporation, in the manner
and at the place designated, his, her or its certificate or certificates
representing the shares of Series C Preferred Stock to be redeemed.
7.6
SURRENDER OF CERTIFICATES; PAYMENT.
ON OR BEFORE THE REDEMPTION
DATE, EACH HOLDER OF SHARES OF SERIES C PREFERRED STOCK TO BE REDEEMED ON SUCH
REDEMPTION DATE, UNLESS SUCH HOLDER HAS EXERCISED HIS, HER OR ITS RIGHT TO
CONVERT SUCH SHARES AS PROVIDED IN SECTION 5, SHALL SURRENDER THE CERTIFICATE OR
CERTIFICATES REPRESENTING SUCH SHARES (OR, IF SUCH REGISTERED HOLDER ALLEGES
THAT SUCH CERTIFICATE HAS BEEN LOST, STOLEN OR DESTROYED, A LOST CERTIFICATE
AFFIDAVIT AND AGREEMENT REASONABLY ACCEPTABLE TO THE CORPORATION TO INDEMNIFY
THE CORPORATION AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THE CORPORATION ON
ACCOUNT OF THE ALLEGED LOSS, THEFT OR DESTRUCTION OF SUCH CERTIFICATE) TO THE
CORPORATION, IN THE MANNER AND AT THE PLACE DESIGNATED IN THE REDEMPTION NOTICE,
AND THEREUPON THE HOLDER ELECTION REDEMPTION PRICE OR THE CORPORATION ELECTION
REDEMPTION PRICE, AS APPLICABLE, FOR SUCH SHARES SHALL BE PAYABLE TO THE ORDER
OF THE PERSON WHOSE NAME APPEARS ON SUCH CERTIFICATE OR CERTIFICATES AS THE
OWNER THEREOF.
IN THE EVENT LESS THAN ALL OF THE SHARES OF SERIES C PREFERRED
STOCK REPRESENTED BY A CERTIFICATE ARE REDEEMED, A NEW CERTIFICATE REPRESENTING
THE UNREDEEMED SHARES OF SERIES C