CONVERSION. ALL OUTSTANDING SHARES OF CONVERTIBLE
PREFERRED STOCK SHALL AUTOMATICALLY CONVERT INTO SHARES OF COMMON STOCK ON THE
FIFTH ANNIVERSARY OF THE ISSUE DATE AT THE CONVERSION RATE THEN IN EFFECT,
WITHOUT ANY ACTION ON THE PART OF THE HOLDER THEREOF.
5C.
CONVERSION PROCEDURE.
(I)
TO CONVERT SHARES OF CONVERTIBLE PREFERRED STOCK INTO SHARES OF
COMMON STOCK, THE HOLDER THEREOF SHALL (X) TRANSMIT BY FACSIMILE (OR OTHERWISE
DELIVER) A COPY OF AN EXECUTED NOTICE OF CONVERSION IN THE FORM ATTACHED HERETO
AS EXHIBIT 1 TO THE CORPORATION, AND (Y) DELIVER TO THE CORPORATION THE ORIGINAL
CERTIFICATES REPRESENTING THE SHARES OF CONVERTIBLE PREFERRED STOCK BEING
CONVERTED.
(II)
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH CONVERSION OF
CONVERTIBLE PREFERRED STOCK SHALL BE DEEMED TO HAVE BEEN EFFECTED AS OF THE
CLOSE OF BUSINESS ON THE DATE ON WHICH THE CERTIFICATE OR CERTIFICATES
REPRESENTING THE CONVERTIBLE PREFERRED STOCK TO BE CONVERTED HAVE BEEN
SURRENDERED FOR CONVERSION AT THE PRINCIPAL OFFICE OF THE CORPORATION.
AT THE
TIME ANY SUCH CONVERSION HAS BEEN EFFECTED, THE RIGHTS OF THE HOLDER OF THE
SHARES OF CONVERTIBLE PREFERRED STOCK CONVERTED AS A HOLDER OF CONVERTIBLE
PREFERRED STOCK SHALL CEASE AND THE PERSON OR PERSONS IN WHOSE NAME OR NAMES ANY
CERTIFICATE OR CERTIFICATES FOR SHARES OF CONVERSION STOCK ARE TO BE ISSUED UPON
SUCH CONVERSION SHALL BE DEEMED TO HAVE BECOME THE HOLDER OR HOLDERS OF RECORD
OF THE SHARES OF CONVERSION STOCK REPRESENTED THEREBY.
(III)
THE CONVERSION RIGHTS OF ANY SHARE OF CONVERTIBLE PREFERRED STOCK
SUBJECT TO REDEMPTION HEREUNDER SHALL TERMINATE ON THE REDEMPTION DATE FOR SUCH
SHARE OF CONVERTIBLE PREFERRED STOCK UNLESS THE CORPORATION HAS FAILED TO PAY TO
THE HOLDER THEREOF THE ACCRETED VALUE OF SUCH SHARE.
(IV)
AS SOON AS POSSIBLE AFTER A CONVERSION HAS BEEN EFFECTED (BUT IN
ANY EVENT WITHIN THREE (3) BUSINESS DAYS IN THE CASE OF SUBPARAGRAPH (A)(X)
BELOW), THE CORPORATION SHALL DELIVER TO THE CONVERTING HOLDER:
(A)
(X) A CERTIFICATE OR CERTIFICATES REPRESENTING THE NUMBER OF
SHARES OF CONVERSION STOCK ISSUABLE BY REASON OF SUCH CONVERSION IN SUCH NAME OR
NAMES AND SUCH DENOMINATION OR DENOMINATIONS AS THE CONVERTING HOLDER HAS
SPECIFIED, OR (Y) PROVIDED THAT THE CORPORATION'S TRANSFER AGENT IS
PARTICIPATING IN THE DEPOSITARY TRUST COMPANY ("DTC") FAST AUTOMATED SECURITIES
TRANSFER PROGRAM, UPON THE REQUEST OF SUCH HOLDER, CREDIT SUCH AGGREGATE NUMBER
OF SHARES OF COMMON STOCK TO WHICH THE HOLDER SHALL BE ENTITLED TO THE HOLDER'S
OR ITS DESIGNEE'S BALANCE ACCOUNT WITH DTC THROUGH ITS DEPOSIT WITHDRAWAL AGENT
COMMISSION SYSTEM;
(B)
PAYMENT OF ANY AMOUNT PAYABLE UNDER SUBPARAGRAPH (VIII) BELOW WITH
RESPECT TO SUCH CONVERSION; AND
4
(C)
A CERTIFICATE REPRESENTING ANY SHARES OF CONVERTIBLE PREFERRED
STOCK WHICH WERE REPRESENTED BY THE CERTIFICATE OR CERTIFICATES DELIVERED TO THE
CORPORATION IN CONNECTION WITH SUCH CONVERSION BUT WHICH WERE NOT CONVERTED.
(V)
THE ISSUANCE OF CERTIFICATES FOR SHARES OF CONVERSION STOCK UPON
CONVERSION OF CONVERTIBLE PREFERRED STOCK SHALL BE MADE WITHOUT CHARGE TO THE
HOLDERS OF SUCH CONVERTIBLE PREFERRED STOCK FOR ANY ISSUANCE TAX IN RESPECT
THEREOF OR OTHER