1Conversion Right. The Holder shall have the right from time to time, and at any time following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”) [The foregoing is not a ratchet provision; in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger]; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which
1Conversion Right. (a) If
(i) a Conversion Event has occurred and as long as it is continuing; or
(ii) the Majority Lenders have so requested and the Borrower has so agreed, and subject to and as provided in this Agreement, the Borrower shall be entitled to convert each Loan and any outstanding Arrears of Interest, together with any accrued and unpaid interest to (but excluding) the relevant Conversion Date (together, the Convertible Amount) relating to such Loan into new and/or existing Ordinary Shares, as determined by the Borrower, credited as fully paid (a Conversion Right). If the Lenders do not agree with the Convertible Amount as determined by the Borrower, the Selected Independent Valuation Service Provider shall be requested to determine the Convertible Amount and any such determination shall be binding on all Parties.
(b) The number of Ordinary Shares to be issued on exercise of a Conversion Right in respect of a Loan shall be determined by dividing the Convertible Amount outstanding on the Conversion Date by the market value per Ordinary Share (such value per Ordinary Share, as calculated in accordance with Clause 12.2, the Conversion Price) in effect on the relevant Conversion Date.
(c) Conversion Rights may only be exercised in respect of the Convertible Amount in relation to such Loan (if any).
(d) The resultant Conversion Price, if not an integral multiple of €1.005.00 (one Eurofive Euros), shall be rounded down to the nearest whole multiple of €1.005.00 (one Eurofive Euros). The
(e) Fractions of Conversion Shares will not be issued to the Lenders upon the exercise of a Conversion Right. However, the part of the Conversion Price that will not be converted because of the aforementioned rounding off, will be paid in cash by the Borrower to the relevant Lenders before issuing the Conversion Shares.
1Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date, or (ii) the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and nonassessable shares of Common Stock, as such Common Stock exists on the Issue Date, or, in the event of a recapitalization or merger, any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the AConversion Price@) determined as provided herein (a AConversion@) [The foregoing is not a ratchet provision; in the event of a recapitalization or merger, if common shareholder receive any other shares or interests, i.e., shares of a different issuer in the event of a merger, the Note will convert into such shares. That is the Note conversion rights will follow the merger.]; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the AExchange Act@), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be i...
