At the Option of the Holder. All or any portion of this Note shall be convertible into shares of Common Stock (subject to the limitations set forth in Section 6(b)), at the option of the Holder, at any time and from time to time from and after the Original Issue Date. The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, plus the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. The Holder shall effect conversions under this Section 6(a) by delivering to the Company a Conversion Notice together with a schedule in the form of Schedule 2 attached hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount of this Note, or if a conversion hereunder may not be effected in full due to the application of Section 6(b), the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount (and accrued interest) which has not been converted.
At the Option of the Holder. All or any portion of this Note shall be convertible into shares of Common Stock, at the option of the Holder, at any time and from time to time from and after the Original Issue Date. The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted divided by the Conversion Price on the Conversion Date (and any accrued interest on the principal amount of this Note that is being converted shall be paid, in cash, by the Company by no later than the second (2) Business Day following the Conversion Date). The Holder shall effect conversions under this Section 6(a) by delivering to the Company a Conversion Notice together with a schedule in the form of Schedule 2 attached hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount of this Note, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount which has not been converted. Any conversion of this Note (whether pursuant to Section 6(a) or 6(b)) in excess of the monthly principal amortization payment required to be paid on the next Payment Date shall, at the election of the Holder, be credited and applied against the next subsequent monthly principal amortization payment or any other monthly principal amortization payment, as designated by the Holder in its sole discretion.
At the Option of the Holder. All or any portion of the principal amount of this Debenture then outstanding together with any accrued and unpaid interest thereunder shall be convertible into shares of Common Stock at the Conversion Price (subject to limitations set forth in Section 5(b)), at the option of the Holder, at any time and from time to time from and after the Original Issue Date. The Holder may effect conversions under this Section 5(a), by delivering to the Borrower a Conversion Notice together with a schedule in the form of Schedule 1 attached hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount represented by this Debenture, or if a conversion hereunder may not be effected in full due to the application of Section 5(b), the Borrower shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount which has not been converted.
At the Option of the Holder. All or any portion of the principal of this Note shall be convertible into shares of Common Stock and/or Series I Preferred (subject to the limitations set forth in Section 6(b)), at the option of the Holder, at any time, and from time to time, from and after the Original Issue Date. The number of Conversion Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, divided by the Conversion Price. The Holder shall effect conversions under this Section 6(a) by delivering to the Company a Conversion Notice together with a schedule in the form of Schedule 2 attached hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount of this Note, or if a conversion hereunder may not be effected in full due to the application of Section 6(b), the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount which has not been converted.
At the Option of the Holder. The Holder may apply all or any portion of the outstanding principal amount of this Note to acquire Common Shares at the applicable Conversion Price then in effect. The Holder may apply all or a portion of the principal amount of this Note to acquire Common Shares pursuant to this paragraph at any time and from time to time after the Issue Date, by delivering to the Company a conversion notice (the "CONVERSION NOTICE"), in the form attached hereto, appropriately completed and duly signed, and the date any such Conversion Notice is delivered to the Company (as determined in accordance with the notice provisions hereof) is a "CONVERSION DATE." The application of all or any portion of the principal amount of this Note to acquire Common Shares under this paragraph is referred to in this Note as a "conversion".
At the Option of the Holder. This Warrant may be exercised, subject to the provisions of Section 3, at the option of the Holder at the Exercise Price at any time or from time to time during the period commencing on (i) June 9, 2008 and (ii) ending at 5:00 P.M. Eastern time on May 19, 2012 (the “Exercise Period”). The Company will deliver a notice to the Holder promptly, and in any event within three (3) Business Days (as defined below) after this Warrant first becomes exercisable. An exercise of this Warrant at the option of the Holder shall be made in accordance with the procedures set forth in Section 2. A Holder may not exercise this Warrant pursuant to this Section 1(a) after receipt of a Notice of Automatic Exercise pursuant to Section 3, other than with respect to Warrant Shares that are not subject to such Notice of Automatic Exercise.
At the Option of the Holder. Each holder of the outstanding shares of Series C Preferred Stock shall have the right to convert all or any portion of such shares of Series C Preferred Stock into the number of fully paid and non-assessable shares of Common Stock computed by multiplying the number of shares of Series C Preferred Stock to be converted times the Stated Value and dividing the result by the Conversion Price. Within 15 days of any such conversion of Series C-2 Preferred Stock into Common Stock, such converted shares may be converted back into the same number of Series C-2 Preferred Shares, provided that such shares were not voted following the initial conversion of Series C-2 Preferred Stock into Common Stock. Series C Preferred Stock may be converted by the holder thereof during normal business hours on any Business Day by surrender of the required number of shares of Series C Preferred Stock, accompanied by written evidence (in form reasonably satisfactory to the Company) of the holder's election to convert such holder's Series C Preferred Stock or portion thereof, to the Company at its principal executive offices.
At the Option of the Holder. All or any portion of this Note shall be convertible into shares of Common Stock at the option of the Holder, at any time and from time to time from and after the Issue Date. The number of Underlying Shares issuable upon any conversion hereunder shall equal the outstanding principal amount of this Note to be converted, plus the amount of any accrued but unpaid interest on this Note through the Conversion Date, divided by the Conversion Price on the Conversion Date. The Holder shall effect conversions under this Section 3(a) by delivering to the Company a Conversion Notice together with a schedule in the form of Schedule 2 attached hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount of this Note the Company shall honor such conversion and shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount (and accrued interest) which has not been converted. In the event of a partial conversion of this Note pursuant to the terms hereof, the principal amount converted shall be deducted from the aggregate principal amount of this Note as set forth in the Conversion Notice.
At the Option of the Holder. (1) The Holder shall have the option at any time while this Note remains outstanding to convert the unpaid principal amount and accrued interest thereon into shares of the Company’s Common Stock at a conversion price of $4.92 per share, subject to adjustment as provided in Section 2D below (the “Conversion Price”). The number of shares of Common Stock issuable upon any conversion of this Note shall equal the outstanding principal amount of this Note to be converted, plus the amount of any accrued but unpaid interest on this Note through the date (the “Conversion Date”) the Company receives a notice of conversion in the form of Schedule I annexed hereto (a “Conversion Notice”), divided by the Conversion Price on the Conversion Date. The Holder shall effect conversions under this Section 2A(1) by delivering to the Company a Conversion Notice, together with a schedule in the form of Schedule II annexed hereto (the “Conversion Schedule”). If the Holder is converting less than all of the principal amount of this Note, the Company shall promptly deliver to the Holder a Conversion Schedule indicating the principal amount (and accrued interest) which has not been converted.
(2) Upon conversion of this Note, the Company shall promptly (but in no event later than three (3) trading days after the Conversion Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate a certificate for the shares of Common Stock issuable upon such conversion (the “Conversion Shares”). The Holder, or any person so designated by the Holder to receive the Conversion Shares, shall be deemed to have become holder of record of such Conversion Shares as of the Conversion Date. The Company shall, upon request of the Holder, use its reasonable best efforts to deliver the Conversion Shares electronically through DTC.
(3) The Holder shall not be required to deliver the original Note in order to effect a conversion hereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Note and issuance of a new Note representing the remaining outstanding principal amount; provided that the cancellation of the original Note shall not be deemed effective until a certificate for the Conversion Shares is delivered to the Holder, or the Holder or its designee receives a credit for the Conversion Shares to its balance account with DTC through its Deposit Withdra...
At the Option of the Holder. (i) At any time following the one year anniversary of the Original Issue Date, each Holder shall have the right, exercisable at the sole option of such Holder, and by delivery of a written notice (a "HOLDER PREPAYMENT NOTICE" and the date such notice is delivered by such Holder, the "HOLDER NOTICE DATE") to the Company, to require the Company to prepay all or a portion of the Holder Prepayment Amount (as defined below) for an amount in cash, equal to the Holder Prepayment Price which shall be due and payable on the 15th Trading Day following the delivery of the Holder Prepayment Notice by the Holder. Notwithstanding anything herein to the contrary, a Holder shall only be entitled to deliver a Holder Prepayment Notice pursuant to the terms hereof if: (x) on the one year anniversary of the Original Issue Date, such Holder or the Company have not converted more than an aggregate of $500,000 of the original principal amount of Notes issued to such Holder on the Original Issue Date, or (y) on the date occurring eighteen months following the Original Issue Date, such Holder or the Company have not paid or converted more than an aggregate of $1,000,000 of the original principal amount of Notes issued to such Holder on the Original Issue Date. For the purposes of this Section 8, "HOLDER PREPAYMENT AMOUNT" shall mean (x) from the 12 month anniversary of the Original Issue Date to the 18 month anniversary, $500,000 less the principal amount of any Notes converted or paid during such period, and (y) on or after 18 month anniversary of the Original Issue Date, $1,000,000 less the principal amount of any Notes converted or paid.
