TO THE TRUSTEE) PRIOR TO THE DATE
BY WHICH SUCH AUTOMATIC CONVERSION NOTICE MUST BE GIVEN TO THE HOLDER IN
ACCORDANCE WITH THIS SECTION 10.02(B); PROVIDED, FURTHER, THAT THE TEXT OF THE
AUTOMATIC CONVERSION NOTICE SHALL BE PREPARED BY THE COMPANY.
(C)
EACH AUTOMATIC CONVERSION NOTICE SHALL STATE:
(1)
THE AUTOMATIC CONVERSION DATE,
(2)
THE PLACE OR PLACES WHERE SUCH SECURITIES ARE TO BE SURRENDERED FOR
CONVERSION, AND
(3)
THE CONVERSION PRICE THEN IN EFFECT.
SECTION 10.03. CONVERSION PROCEDURE
.
AS SOON AS PRACTICABLE AFTER THE CONVERSION DATE, THE COMPANY SHALL DELIVER
TO THE HOLDER THROUGH THE CONVERSION AGENT A CERTIFICATE FOR THE NUMBER OF
COMMON SHARES ISSUABLE UPON THE CONVERSION AND A CHECK FOR ANY FRACTIONAL
SHARE.
THE PERSON IN WHOSE NAME THE CERTIFICATE IS REGISTERED BECOMES A
STOCKHOLDER OF RECORD ON THE CONVERSION DATE.
THE NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION OF A SECURITY IS DETERMINED
AS FOLLOWS:
DIVIDE THE PRINCIPAL AMOUNT CONVERTED BY THE CONVERSION PRICE IN EFFECT ON THE
CONVERSION
DATE AND ROUND THE RESULT TO THE NEAREST 1/100TH OF A
SHARE.
THE INITIAL CONVERSION PRICE IS STATED IN PARAGRAPH 8 OF THE SECURITIES.
THE
CONVERSION PRICE IS SUBJECT TO ADJUSTMENT.
SEE SECTIONS 10.07 THROUGH 10.13.
NO PAYMENT OR OTHER ADJUSTMENT SHALL BE MADE FOR ACCRUED INTEREST ON A CONVERTED
SECURITY.
IF ANY SECURITIES ARE CONVERTED DURING ANY PERIOD AFTER ANY RECORD
DATE FOR THE PAYMENT OF AN INSTALLMENT OF INTEREST BUT BEFORE THE NEXT INTEREST
PAYMENT DATE, INTEREST FOR SUCH SECURITIES WILL BE PAID ON THE NEXT INTEREST
PAYMENT DATE, NOTWITHSTANDING SUCH CONVERSION, TO THE HOLDERS OF SUCH
SECURITIES.
ANY SECURITIES THAT ARE, HOWEVER, DELIVERED TO THE COMPANY FOR
CONVERSION AFTER ANY RECORD DATE BUT BEFORE THE NEXT INTEREST PAYMENT DATE MUST
BE ACCOMPANIED BY A PAYMENT EQUAL TO THE INTEREST PAYABLE ON SUCH INTEREST
PAYMENT DATE ON THE PRINCIPAL AMOUNT OF SECURITIES BEING CONVERTED; PROVIDED
THAT NO SUCH PAYMENT SHALL BE REQUIRED (1) IF THE COMPANY HAS SPECIFIED A
REDEMPTION DATE THAT IS AFTER A RECORD DATE AND BEFORE THE NEXT INTEREST PAYMENT
DATE, (2) IF THE COMPANY HAS SPECIFIED A CHANGE OF CONTROL REPURCHASE DATE
FOLLOWING A CHANGE OF CONTROL THAT IS DURING SUCH PERIOD OR (3) TO THE EXTENT OF
ANY OVERDUE INTEREST, IF ANY OVERDUE INTEREST EXISTS AT THE TIME OF CONVERSION
WITH RESPECT TO SUCH SECURITY.
IF A HOLDER CONVERTS MORE THAN ONE SECURITY AT THE SAME TIME, THE NUMBER OF FULL
SHARES ISSUABLE UPON THE CONVERSION SHALL BE BASED ON THE TOTAL PRINCIPAL AMOUNT
OF THE SECURITIES CONVERTED.
UPON SURRENDER OF A SECURITY THAT IS CONVERTED IN PART, THE TRUSTEE SHALL
AUTHENTICATE FOR THE HOLDER A NEW SECURITY EQUAL IN PRINCIPAL AMOUNT TO THE
UNCONVERTED PORTION OF THE SECURITY SURRENDERED.
IF THE LAST DAY ON WHICH A SECURITY MAY BE CONVERTED IS A LEGAL HOLIDAY IN A
PLACE WHERE A CONVERSION AGENT IS LOCATED, THE SECURITY MAY BE SURRENDERED TO
THAT CONVERSION AGENT ON THE NEXT SUCCEEDING DAY THAT IS NOT A LEGAL HOLIDAY.
SECTION 10.04. FRACTIONAL SHARES