Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Financing, all financing documents executed by the Investors in connection with such Qualified Financing). The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts.
Procedure for Conversion. In order to convert all or any portion of the Principal Obligations, the Payee shall (i) surrender this Note, duly endorsed, at the office of the Payor and (ii) simultaneously with such surrender, notify the Payor in writing of its election to convert all or a portion of the Principal Obligations, which notice shall specify the amount of Principal Obligations to be so converted, and whether such conversion is for Common Stock or Subsequent Round Securities. The date on which the Note is surrendered for conversion is referred to herein as the "Conversion Date." As soon as practicable after the Conversion Date, the Payee shall be entitled to receive a certificate or certificates, registered in such name or names as the Payee may direct, representing the Conversion Securities issuable upon conversion of the applicable Principal Obligations, along with a new promissory note, in the same form as this Note, reflecting any Principal Obligations that have not been so converted and any obligations in respect of accrued and unpaid interest on converted Principal Obligations; provided that the Payee shall be treated for all purposes as the record holder of such Conversion Securities as of the Conversion Date. The issuance of Conversion Securities upon conversion of any Principal Obligations shall be made without charge to the Payee for any issuance tax in respect thereof, provided that the Payor shall not be required to pay any tax that 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 Payee.
Procedure for Conversion. Subject to Section 1 hereof, this Warrant may, in lieu of paying the Warrant Price in cash, be converted by the Holder hereof as to the whole or any lesser number of the Warrant Shares covered hereby, into the number of Warrant Shares calculated pursuant to the following formula by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at the Main Office: X = Y (A - B) -------- A where X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock subject to this Warrant being surrendered for conversion; A = the fair market value of one share of Common Stock; and B = the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares of Common Stock sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction.
Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company a written Notice of Conversion. The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company a written Notice of Conversion. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall round each such fraction up to the nearest whole share
Procedure for Conversion. In connection with any conversion of this Note, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Equity Financing, all financing documents executed by the Investors in connection with such Qualified Equity Financing). The Company shall not be required to issue or deliver the Common Equity into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation.
Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period by a Bondholder delivering at its own expense to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable.
Procedure for Conversion. In order to convert pursuant to Section 5(a) above, the Holder must surrender this Debenture and deliver to the Company a duly completed and executed Notice of Election to Convert in the form attached hereto as Schedule 1 (an "ELECTION NOTICE"). Within fifteen (15) days after the receipt of the Election Notice, the Company will issue and deliver to the Holder a certificate for the number of Conversion Shares issuable upon such conversion and, subject to the Holder's receipt of the Conversion Shares, this Debenture will be deemed canceled. All Conversion Shares issued will be imprinted with a legend restricting transfer substantially similar to the legend set forth on the face of this Debenture.
Procedure for Conversion. (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give notice of such election by delivering a Notice of Conversion to the Borrower and such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the "CONVERSION DATE").
Procedure for Conversion. (i) To exercise the Conversion Right attaching to the Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, a notice of conversion (a "Conversion Notice") in the form for the time being currently obtainable from the specified office of the Company, together with the Note certificate and any amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable.
Procedure for Conversion. The Holder may convert the principal amount of this Debenture in whole or in part into Common Shares prior to the Expiry Date by delivering to the Corporation at 1 First Canadian Place, P.O. Box 78, Toronto, Ontario, M5X 1G5, a Notice of Conversion duly executed by the Holder in the form annexed hereto. The Corporation shall, within three Business Days (a "BUSINESS DAY" being a day that is not a Saturday, a Sunday or a day observed as a holiday in Toronto, Ontario or New York, New York) following receipt of the Notice of Conversion (the "CONVERSION DATE") deliver to the Holder that number of fully paid and non-assessable Common Shares determined in the manner set out above, provided that the Corporation shall also pay to the Holder at such time in cash all accrued and unpaid interest on the principal amount of this Debenture so converted up to and including the Conversion Date. Subject to the foregoing provisions of this paragraph, at the close of business on the Conversion Date: (i) such conversion shall be deemed to have been made, and (ii) the Holder shall be treated for all purposes as having become the holder of record of such Common Shares.
