A convertible financial instrument provides incentives to holders to keep
the instruments outstanding so that issuers maintain flexibility and
control over the maturity date of the instrument and the manner in which
it is settled. The instrument may provide issuers with the ability to
deduct an amount for tax purposes that approximates the true economic
cost of the financial instrument. The instrument may contain a provision
calling for contingent payments (which may include, for example,
contingent interest, preferred distributions, contingent principal,
dividends, and other pay-outs) to the holder in some circumstances, which
may be based on formulae calculations. For example, this may occur when
the trading value of the convertible instrument exceeds a predetermined
value such as, for example, a certain percentage of the accredited value
of the convertible instrument, or, for example, another circumstance that
may trigger a contingent payment may be when the price of another
financial instrument (e.g., the underlying security, the reference
security, etc.) is below, higher than, or equal to a pre-determined
value.