Delta Airlines 2003 Annual Report Download - page 229

Stock shall bear the Restricted Common Stock Legend unless removed in accordance
with Section 11.11(c).
(b) If (i) shares of Common Stock to be issued upon conversion of a
Note prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the Holder of such Note or (ii) shares
of Common Stock represented by a certificate bearing the Restricted Common Stock
Legend are transferred subsequently by such Holder, then, unless the Shelf
Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the Holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit C as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.
(c) Except in connection with a Shelf Registration Statement, if
certificates representing shares of Common Stock are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
as may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such shares of Common Stock are securities that are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Company of such reasonably satisfactory evidence, the Company
shall cause the transfer agent for the Common Stock to countersign and deliver
certificates representing shares of Common Stock that do not bear the legend.
ARTICLE 12
CONVERSION EVENTS
SECTION 12.01 Conversion Upon Satisfaction of Sale Price Condition.
(a) Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in any calendar quarter after the quarter
ending March 31, 2004 if the closing price of the Common Stock for at least 20
trading days during the period of 30 consecutive trading days ending on the last
trading day of the immediately preceding calendar quarter is greater than or
equal to 130% of the Conversion Price on such last trading day.
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