Conversion Price

Conversion Price. Shall initially be $0.6875. In the event that the conversion price of the Series C Convertible Preferred Stock of the Corporation is adjusted to the Reset Amount pursuant to Section 6(f)(ii) of the Series C Certificate of Designations as a consequence of the Reverse Stock Split, then at such time the Conversion Price shall automatically adjust to an amount equal to 125% of the ... conversion price of the Series C Preferred Stock of the Corporation as adjusted to reflect the Reset Amount; provided, however, that the Lender will be entitled to the benefit of this adjustment to the Conversion Price only if the Lender delivers to the Corporation no later than fourteen (14) days following the date of issuance of this Note an agreement in writing confirming that neither it nor any Person acting on its behalf or pursuant to any understanding with it has or will engage in or close out any transactions in the securities of the Corporation (including Short Sales) from the date hereof through the earlier of (i) the Business Day following the Reset Period, or (ii) 270 days from the date hereof; provided, further, that the Corporation shall notify the Lender in writing within one (1) Business Day should any such adjustment occur. In addition, the Conversion Price and the amount and kind of securities issuable upon conversion of this Note shall be subject to adjustment from time to time in accordance with the provisions of this Section 16(c). 7 (1) Adjustments to Conversion Price. (i) Subdivision or Combination of Common Stock. In case the Corporation shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (ii) Reorganization or Reclassification. If any capital reorganization or reclassification of the capital stock of the Corporation (other than in connection with a merger or reorganization, which is covered by (iii) below) shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, properties or assets (including cash) with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby the Lender shall thereupon have the right to receive upon the conversion of this Note, upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of this Note, such shares of stock, securities, property or assets (including cash) as may be issued or payable with respect to or in exchange for the shares of Common Stock immediately theretofore receivable upon such conversion had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Lender to the end that the provisions hereof (including without limitation provisions for adjustments of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. (iii) Mergers and Consolidations. If the Corporation shall merge or consolidate with or into any other Person, then the Lender shall have the right to receive upon conversion of this Note, upon the terms and conditions specified therein, and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of this Note, such shares of stock, securities, property or assets (including cash) as may be issued or payable with respect to or in exchange for the shares of Common Stock immediately theretofore receivable upon such conversion had the Lender converted this Note immediately prior to such merger or consolidation. 8 (2) Notice of Adjustment. Upon any adjustment of the Conversion Price, then and in each such case the Corporation shall give prompt written notice thereof (but in no event in less than ten (10) Business Days), by delivery in person, certified or registered mail, return receipt requested, telecopier or telex, addressed to the Lender at the address of the Lender, as provided to the Corporation, which notice shall state the Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based. (3) Due Issuance of Shares Upon Conversion. The Corporation covenants and agrees that all shares of Common Stock or any such other securities which may be issued upon any whole or partial conversion of this Note will, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. (4) Stock to be Reserved. The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of this Note as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion hereof. The Corporation covenants that, to the extent permitted by law, it will from time to time take all such action as may be required to assure that the par value per share of the Common Stock is at all times equal to or less than the Conversion Price in effect at the time. The Corporation will not take any action that results in any adjustment of the Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of this Note would, when added to the number of shares of Common Stock then reserved for issuance, exceed the total number of shares of Common Stock then authorized by the Corporation's Certificate of Incorporation. (5) Issue Tax. The issuance of certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Lender for any United States issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Lender. (6) Closing of Books. The Corporation will at no time close its transfer books against the transfer of any shares of Common Stock issued or issuable upon the conversion of the Note in any manner which interferes with the timely conversion of such Note, except as may otherwise be required to comply with applicable securities laws. View More

Conversion Price. Shall mean $______(1) per share of Series A Preferred Stock, subject to adjustment as provided herein. (2) - ---------------------- (1) The higher of (i) 110% of the Base Stock Price (as defined in the Recapitalization Agreement and Plan of Merger), and (ii) 100% of the Volume Weighted Average Sale Price of the CoreComm common stock for the 10 Trading Day period ending on the Trading Day immediately prior to the closing date of the Merger. (2) ... If any Senior Notes are issued in the Restructuring Transaction, the definition of Conversion Price shall be as follows: "Conversion Price" shall mean $32.11 per share of Series A Preferred Stock, subject to adjustment as provided herein; provided, however, that if, on ________ __, 2001 [six month anniversary of Issue Date], the Principal Indebtedness Attributable to the Senior Notes is less than $_______ [the aggregate principal amount of Senior Notes issued on the Issue Date in connection with the Recapitalization Transaction], the Conversion Price shall be increased, effective on such (continued...) 3 4 View More

Conversion Price. Shall have the meaning set forth in the Series C Preferred Unit Designation.

Conversion Price. Means $3.50 per share of Series B Preferred Stock, as adjusted from time to time in accordance with Section 7.

Conversion Price. Means $22.79, subject to adjustment as set forth herein.

Conversion Price. Shall mean as of any date of measurement, the amount computed by dividing the Liquidation Preference as of such date by the number of shares of Common Stock into which one share of Series B Convertible Preferred Stock is convertible as of such date determined in accordance with Section 8 hereof.

Conversion Price. Shall be the lesser of (i) $0.288 (subject to equitable adjustment for stock splits, recapitalizations and similar events) and (ii) 80% of the average of the three lowest Per Share Market Values during the period of twenty consecutive Trading Days preceding the applicable Conversion Date (which may include Trading Days prior to the date hereof), provided, that such twenty Trading Day period shall be extended for the number of Trading Days during such period in which: (A) trading in the Common... Stock is suspended by a Subsequent Market on which the Common Stock is then listed, or (B) after the date declared effective by the Securities and Exchange Commission, the Registration Statement (as defined in the Registration Rights Agreement) is either not effective, or the prospectus included in the Registration Statement may not be used by Payee for the resale of Shares. If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while any principal amount under this Note is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that is convertible into or exchangeable for shares of Common Stock ("Common Stock Equivalents"), entitling any person to acquire shares of Common Stock at a price per share less than the Conversion Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price), then, at the option of the Holder, the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. View More

Conversion Price. Shall mean such price at which the Preferred Shares are convertible into Common Stock pursuant to Section 11 hereof and the Statement of Designation.

Conversion Price. Shall mean the price at which the Principal Amount, and all accrued interest on such Principal Amount, is converted or convertible pursuant to Section 2 hereof, and in all cases as adjusted pursuant to Section 3 hereof.

Conversion Price. Shall mean $3.25/1/, subject to adjustment from time to time as set forth in Paragraphs 7 and 16 hereof.