"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRANSFER AGENT'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS
19
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT.
THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
Any such Common Stock as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the conditions for removal
of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of
shares of Common Stock, which shall not bear the restrictive legend required by
this section.
SECTION 2.13
CUSIP NUMBERS.
The Company in issuing the Securities may use one or more "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of purchase as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a purchase
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such purchase shall not be affected by any defect in
or omission of such numbers.
The Company will promptly notify the Trustee of
any change in the "CUSIP" numbers.
ARTICLE 3
PURCHASE UPON FUNDAMENTAL CHANGE
SECTION 3.01
PURCHASE AT HOLDERS' OPTION UPON A FUNDAMENTAL CHANGE.
(A)
IF A FUNDAMENTAL CHANGE OCCURS PRIOR TO THE
FINAL MATURITY DATE, EACH HOLDER OF A SECURITY SHALL HAVE THE RIGHT, AT THE
OPTION OF THE HOLDER, TO REQUIRE THE COMPANY TO REPURCHASE FOR CASH ALL OR ANY
PORTION OF THE SECURITIES OF SUCH HOLDER EQUAL TO $1,000 PRINCIPAL AMOUNT (OR AN
INTEGRAL MULTIPLE THEREOF) AT THE FUNDAMENTAL CHANGE PURCHASE PRICE, ON THE DATE
THAT IS NOT LESS THAN 30 DAYS NOR MORE THAN 45 DAYS AFTER THE DATE OF THE
FUNDAMENTAL CHANGE COMPANY NOTICE PURSUANT TO SUBSECTION 3.01(B) (THE
"FUNDAMENTAL CHANGE PURCHASE DATE").
(B)
ON OR BEFORE THE 30TH DAY AFTER THE
OCCURRENCE OF A FUNDAMENTAL CHANGE, THE COMPANY SHALL MAIL A WRITTEN NOTICE OF
THE FUNDAMENTAL CHANGE AND OF THE RESULTING REPURCHASE RIGHT TO