At Option of the Company. Subject to the provisions of this Section 5(a)(ii), at any time after the one year anniversary of the Closing Date, the Company may deliver a written notice upon five (5) Trading Days’ prior notice (such notice, a “Company Conversion Notice”) to the Investor stating its irrevocable election to convert at the Conversion Price of all (but not less than all) of the outstanding principal amount of this Note, provided that: (i) the VWAP for each of the 20 consecutive Trading Days prior to the date of such Company Conversion Notice is greater than $0.84 (subject to equitable adjustment as a result of the events set forth in Sections 11(a), (b) and (c)), on each date during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below), (ii) the Equity Conditions Are Satisfied, (iii) the average daily trading volume of the Common Stock during the entire period referred to in clause (i) above and through the Company Conversion Date (as defined below) shall be 150,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall or would exist. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note pursuant to a Company Conversion Notice on the 6th Trading Day immediately succeeding the date of the Company Conversion Notice (the “Company Conversion Date”). Notwithstanding anything to the contrary set forth in this Note, the Investor shall have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met from the date of the Company Conversion Notice through the Company Conversion Date. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) or Section 5(c) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary set forth in the Company Conversion Notice, the Compan...
At Option of the Company. If, at any time following the 15th month anniversary of the Issue Date, the VWAP for each of any 25 consecutive Trading Days exceeds 150% of the initial Conversion Price (as adjusted for any stock dividend, stock split, stock combination or other similar transaction), the Company may require the Holder to convert all or any portion of this Note into Common Shares based on the Conversion Price then in effect. The Company may require a conversion pursuant to this paragraph by delivering an irrevocable written notice of such election to the Holder within two Trading Days following the occurrence of such event, and the tenth Trading Day after the delivery of such notice will be the "CONVERSION DATE" for such required conversion. Notwithstanding the foregoing, the Company may not require any conversion under this paragraph (and any notice thereof will be void), unless from the beginning of such 25 consecutive Trading Days through the Conversion Date, the Equity Conditions are satisfied (or waived in writing by the Holder) on each Trading Day with respect to all of the Underlying Shares then issuable upon conversion in full of the outstanding amount of all Notes, Warrants and Unit Warrants (without regard to any limitation on conversion or exercise, as applicable, or issuance of Common Shares).
