DAY PRECEDING THE DATE FIXED FOR THE
PAYMENT OF ANY SUCH AMOUNTS DISTRIBUTABLE ON SUCH EVENT TO THE HOLDERS OF SERIES
C PREFERRED STOCK.
5.2
FRACTIONAL SHARES.
NO FRACTIONAL SHARES OF COMMON STOCK SHALL BE
ISSUED UPON CONVERSION OF THE SERIES C PREFERRED STOCK.
IN LIEU OF ANY
FRACTIONAL SHARES TO WHICH THE HOLDER WOULD OTHERWISE BE ENTITLED, THE
CORPORATION SHALL PAY CASH EQUAL TO SUCH FRACTION MULTIPLIED BY THE PER SHARE
CLOSING SALE PRICE OF COMMON STOCK ON THE TRADING DATE IMMEDIATELY PRIOR TO THE
DATE OF SUCH CONVERSION.
WHETHER OR NOT FRACTIONAL SHARES WOULD BE ISSUABLE
UPON SUCH CONVERSION SHALL BE DETERMINED ON THE BASIS OF THE TOTAL NUMBER OF
SHARES OF SERIES C PREFERRED STOCK THE HOLDER HOLDS AT THE TIME CONVERTING INTO
COMMON STOCK AND THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON
SUCH CONVERSION.
5
5.3
MECHANICS OF CONVERSION.
5.3.1
NOTICE OF CONVERSION.
IN ORDER FOR A HOLDER OF SERIES C PREFERRED
STOCK TO VOLUNTARILY CONVERT SHARES OF SERIES C PREFERRED STOCK INTO SHARES OF
COMMON STOCK IN ACCORDANCE WITH SUBSECTION 5.1.1, SUCH HOLDER SHALL SURRENDER
THE CERTIFICATE OR CERTIFICATES FOR SUCH SHARES OF SERIES C PREFERRED STOCK (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), AT THE OFFICE OF THE TRANSFER AGENT FOR THE SERIES C
PREFERRED STOCK (OR AT THE PRINCIPAL OFFICE OF THE CORPORATION IF THE
CORPORATION SERVES AS ITS OWN TRANSFER AGENT), TOGETHER WITH WRITTEN NOTICE THAT
SUCH HOLDER ELECTS TO CONVERT ALL OR ANY NUMBER OF THE SHARES OF THE SERIES C
PREFERRED STOCK REPRESENTED BY SUCH CERTIFICATE OR CERTIFICATES AND, IF
APPLICABLE, ANY EVENT ON WHICH SUCH CONVERSION IS CONTINGENT.
SUCH NOTICE SHALL
STATE SUCH HOLDER'S NAME OR THE NAMES OF THE NOMINEES IN WHICH SUCH HOLDER
WISHES THE CERTIFICATE OR CERTIFICATES FOR SHARES OF COMMON STOCK TO BE ISSUED.
IF REQUIRED BY THE CORPORATION, CERTIFICATES SURRENDERED FOR CONVERSION SHALL BE
ENDORSED OR ACCOMPANIED BY A WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER, IN
FORM REASONABLY SATISFACTORY TO THE CORPORATION, DULY EXECUTED BY THE REGISTERED
HOLDER OR HIS, HER OR ITS ATTORNEY DULY AUTHORIZED IN WRITING.
THE CLOSE OF
BUSINESS ON THE DATE OF RECEIPT BY THE TRANSFER AGENT (OR BY THE CORPORATION IF
THE CORPORATION SERVES AS ITS OWN TRANSFER AGENT) OF SUCH CERTIFICATES (OR LOST
CERTIFICATE AFFIDAVIT AND AGREEMENT) AND NOTICE SHALL BE THE TIME OF CONVERSION
(THE "CONVERSION TIME"), AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THE SHARES REPRESENTED BY SUCH CERTIFICATE SHALL BE DEEMED TO BE OUTSTANDING
OF RECORD AS OF SUCH DATE.
THE CORPORATION SHALL, AS SOON AS PRACTICABLE AFTER
THE CONVERSION TIME, (I) ISSUE AND DELIVER TO SUCH HOLDER OF SERIES C PREFERRED
STOCK, OR TO HIS, HER OR ITS NOMINEES, A CERTIFICATE OR