CONVERSION PRICE AS
IN EFFECT ON THE DATE ON WHICH THE VOID OPTIONAL REDEMPTION NOTICE IS DELIVERED
TO THE COMPANY AND (B) THE LOWEST WEIGHTED AVERAGE PRICE OF THE COMMON STOCK
DURING THE PERIOD BEGINNING ON THE DATE ON WHICH THE NOTICE OF REDEMPTION AT
OPTION OF HOLDER IS DELIVERED TO THE COMPANY AND ENDING ON THE DATE ON WHICH THE
VOID OPTIONAL REDEMPTION NOTICE IS DELIVERED TO THE COMPANY.
(F)
DISPUTES; MISCELLANEOUS. IN THE EVENT OF A DISPUTE AS TO THE
DETERMINATION OF THE ARITHMETIC CALCULATION OF THE REDEMPTION PRICE, SUCH
DISPUTE SHALL BE RESOLVED PURSUANT TO SECTION 2(D)(III) ABOVE WITH THE TERM
"REDEMPTION PRICE" BEING SUBSTITUTED FOR THE TERM "CONVERSION RATE". A HOLDER'S
DELIVERY OF A VOID OPTIONAL REDEMPTION NOTICE AND EXERCISE OF ITS RIGHTS
FOLLOWING SUCH NOTICE SHALL NOT EFFECT THE COMPANY'S OBLIGATIONS TO MAKE ANY
PAYMENTS WHICH HAVE ACCRUED PRIOR TO THE DATE OF SUCH NOTICE. IN THE EVENT OF A
REDEMPTION PURSUANT TO THIS SECTION 3 OF LESS THAN ALL OF THE PREFERRED SHARES
REPRESENTED BY A PARTICULAR PREFERRED STOCK CERTIFICATE, THE COMPANY SHALL
PROMPTLY CAUSE TO BE ISSUED AND DELIVERED TO THE HOLDER OF SUCH PREFERRED SHARES
A PREFERRED STOCK CERTIFICATE REPRESENTING THE REMAINING PREFERRED SHARES WHICH
HAVE NOT BEEN REDEEMED, IF NECESSARY.
(4)
OTHER RIGHTS OF HOLDERS.
(A)
ASSUMPTION. THE COMPANY SHALL NOT ENTER INTO OR BE PARTY TO A FUNDAMENTAL
TRANSACTION UNLESS (I)
THE SUCCESSOR ENTITY ASSUMES IN WRITING (WITH THE
PURCHASE OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY'S
COMMON STOCK AUTOMATICALLY CONSTITUTING AN ASSUMPTION IN WRITING) ALL OF THE
OBLIGATIONS OF THE COMPANY UNDER THIS CERTIFICATE OF DESIGNATIONS AND THE OTHER
TRANSACTION DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4(A)
PURSUANT TO WRITTEN AGREEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE
REQUIRED HOLDERS AND APPROVED BY THE REQUIRED HOLDERS PRIOR TO SUCH FUNDAMENTAL
TRANSACTION, INCLUDING AGREEMENTS TO DELIVER TO EACH HOLDER OF PREFERRED SHARES
IN EXCHANGE FOR SUCH PREFERRED SHARES A SECURITY OF THE SUCCESSOR ENTITY
EVIDENCED BY A WRITTEN INSTRUMENT SUBSTANTIALLY SIMILAR IN FORM AND SUBSTANCE TO
THIS CERTIFICATE OF DESIGNATIONS INCLUDING, WITHOUT LIMITATION, HAVING A STATED
VALUE AND DIVIDEND RATE EQUAL TO THE STATED VALUE AND DIVIDEND RATE OF THE
PREFERRED SHARES HELD BY SUCH HOLDER AND HAVING SIMILAR RANKING TO THE PREFERRED
SHARES, AND SATISFACTORY TO THE REQUIRED HOLDERS AND (II) THE SUCCESSOR ENTITY
(INCLUDING ITS PARENT ENTITY) IS A PUBLICLY TRADED CORPORATION WHOSE COMMON
STOCK IS QUOTED ON OR LISTED FOR TRADING ON THE PRINCIPAL MARKET OR AN ELIGIBLE
MARKET. UPON THE OCCURRENCE OF ANY FUNDAMENTAL TRANSACTION, THE SUCCESSOR ENTITY
SHALL SUCCEED TO, AND BE SUBSTITUTED FOR (SO THAT FROM AND AFTER THE DATE OF
SUCH FUNDAMENTAL TRANSACTION, THE PROVISIONS OF THIS CERTIFICATE OF DESIGNATIONS
REFERRING TO THE "COMPANY" SHALL REFER INSTEAD TO THE SUCCESSOR ENTITY), AND MAY
EXERCISE EVERY
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RIGHT AND POWER OF THE COMPANY AND SHALL ASSUME ALL OF THE OBLIGATIONS OF THE
COMPANY UNDER THIS CERTIFICATE OF DESIGNATIONS WITH THE SAME EFFECT AS IF SUCH