Common use of Conversion at Option of the Company Clause in Contracts

Conversion at Option of the Company. (i) If the conditions set forth in this subsection are satisfied, the Company may require the conversion of all or a portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if (i) the closing sales price of the Common Stock as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds $6.72 (subject to equitable adjustment in the event of stock splits and similar events) for twenty consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii) the Underlying Shares Registration Statement shall be effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty Trading Day period and on the Company Conversion Date (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty Trading Day calculation period described above in this subsection, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) The Company shall exercise its right to require conversions under Section 4(b)(i) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion Notice"). Each of a Company Conversion Notice and a Holder Conversion Notice is sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of the Company. (i) If Subject to the conditions set forth in of this subsection are satisfiedsection, the Company may require the conversion conversions of all or a portion of the then outstanding principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if if: (i) the closing sales price Per Share Market Value for each Trading Day during a 20 Trading Day period exceeds 200% of the Common Stock as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds $6.72 (subject to equitable adjustment in the event of stock splits and similar events) for twenty consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date")Conversion Price, (ii) the Underlying Shares Registration Statement shall be have been effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty 20 Trading Day period and on described in clause (i) above or the Company Conversion Date (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date(as defined in Section 5), (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty 20 Trading Day calculation period described above in this subsectionclause (i) above, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii4(a), and (vi) the Company shall not have been more than three two Trading Days late in delivering any conversion shares pursuant to Section 4(e4(b). (ii) . The Company shall exercise its right to require conversions under Section 4(b)(i4(a)(ii) by delivering to the Holder a completed conversion notice in the form attached as Exhibit EXHIBIT B (a "Company Conversion NoticeCOMPANY CONVERSION NOTICE"). Each of a Company Conversion Notice and a Holder Conversion Notice is are sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunderconverted. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt Conversions at the request of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (reflected in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been convertedConversion Schedule.

Conversion at Option of the Company. (i) If Subject to the conditions set forth in of this subsection are satisfiedsection, the Company may require the conversion conversions of all or a portion of the then outstanding principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if (i) the closing sales price Per Share Market Value exceeds 150% of the Common Stock as reported by Bloomberg L.P. then applicable Conversion Price for 20 Trading Days (or any successor to its function which need not be consecutive Trading Days) in a period of reporting share prices) exceeds $6.72 (subject to equitable adjustment in the event of stock splits and similar events) for twenty 30 consecutive Trading Days following at any time after the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii) the Underlying Shares Registration Statement shall be have been effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty 30 Trading Day period and on the Company Conversion Date (as defined below) or the Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion DateAct, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty thirty Trading Day calculation period described above in this subsection, and (v) such conversion would not result in a violation of Section 4d(i4(a)(iv), (ii) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) . The Company shall exercise its right to require conversions under Section 4(b)(i4(a)(ii) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion Notice"). Each of a Company Conversion Notice and a Holder Conversion Notice is are sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the converted. The date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is are referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. ." Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt Conversions at the request of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (reflected in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been convertedConversion Schedule.

Conversion at Option of the Company. If at any time after the Effective Date (ias defined in the Purchase Agreement) If the conditions Per Share Market Values for each of 20 consecutive Trading Days exceeds 150% of the Conversion Price, all or any portion of the outstanding Debentures shall be convertible into Common Stock subject to the limitations set forth in this subsection are satisfiedSection 4(a)(iv)) at the Conversion Ratio at the option of the Company, PROVIDED, that the Company may require the conversion of all or shall not be permitted to deliver a portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if Conversion Notice (ias defined below) the closing sales price of the Common Stock as reported by Bloomberg L.P. at any time when (or any successor to its function of reporting share prices) exceeds $6.72 (subject to equitable adjustment in the event of stock splits and similar events) for twenty consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii1) the Underlying Shares Registration Statement shall be effective and is not then effective, (2) the Holders are unable to utilize the prospectus thereunder available to the Holders for the resale of all resell Underlying Shares issuable upon such conversion during the entire twenty Trading Day period and on the Company Conversion Date or (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv3) the Common Stock is not listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty Trading Day calculation period described above in this subsection, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) Market. The Company shall exercise its right to require effect such conversions under Section 4(b)(i) by delivering to the Holder a completed conversion written notice in the form attached hereto as Exhibit EXHIBIT B (a the "Company Conversion NoticeCOMPANY CONVERSION NOTICE"). Each of a Company Conversion Notice and a Holder Conversion Notice is are sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and converted. The "COMPANY CONVERSION DATE" shall be the date on which such conversion is to be effected, which date may not be prior to the date such that a Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date")hereunder. Each of a Company Conversion Date and a Holder Conversion Date is are referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. CONVERSION DATE." Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt Conversions at the request of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (reflected in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been convertedConversion Schedule.

Conversion at Option of the Company. (i) If the conditions set forth in this subsection are satisfied, the Company may require the conversion of all or a portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration StatementDebentures. The Company shall only have the right to require conversions hereunder if (i) the closing sales price of the Common Stock Per Share Market Value as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds $6.72 5.00 (subject to equitable adjustment in the event of stock splits and similar events) for twenty consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii) the Underlying Shares Registration Statement shall be effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty Trading Day period and on the Company Conversion Date (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date, (iii) while this Debenture is outstanding; provided that the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty Trading Day calculation period described above in this subsection, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) The Company shall exercise its right to require conversions under Section 4(b)(i) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion Notice"). Each of a Company Conversion Notice and a Holder Conversion Notice is sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of the Company. (i) If the conditions set forth in this subsection are satisfied, the Company may require the conversion of all or a portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if and when (i) the average of the closing sales price of the Common Stock as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds $6.72 for any twenty (subject to equitable adjustment in the event of stock splits and similar events20) for twenty consecutive Trading Days following equals or exceeds 300% of the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date")then-current Conversion Price, (ii) the Underlying Shares Registration Statement shall be effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty Trading Day period and on the Company Conversion Date (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date), (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty Trading Day calculation period described above in this subsectionsubsection and through the Company Conversion Date, and (v) such conversion would not result in a violation of Section 4d(i), (ii4(d) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to a default under Section 4(e). (ii) The Company shall exercise its right to require conversions under Section 4(b)(i) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion NoticeNote"). Each of a Company Conversion Notice and a Holder Conversion Notice is sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three five (5) Trading Days following receipt of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of the Company. (iA) If the conditions set forth in this subsection are satisfied, the Company may require the conversion of all or a portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if (i) the closing sales price of the Common Stock as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds (x) for the first 100 Trading Days following the Original Issue Date, $6.72 12.15 (subject to equitable adjustment in the event of stock splits and similar events), and (y) thereafter $10.00 (subject to equitable adjustment in the event of stock splits and similar events), for twenty 20 consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii) the Underlying Shares Registration Statement shall be have been effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty 20 Trading Day period and on the Company Conversion Date (as defined below) or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion DateAct, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty twenty-five Trading Day calculation period described above in this subsection, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii4(a)(iv), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e4(b). (iiB) The Company shall exercise its right to require conversions under Section 4(b)(i4(a)(ii) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion Notice"). Each of a Company Conversion Notice and a Holder Conversion Notice is are sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is are referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three two Trading Days following receipt of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying SharesNotice. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(e4(b)) a new Debenture for such principal amount as has not been converted.

Conversion at Option of the Company. (i) If Subject to the conditions set forth in of this subsection are satisfiedsection, the Company may require the conversion conversions of all or a portion of the then outstanding principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder Debenture if (i) the closing sales price Per Share Market Value exceeds 150% of the Common Stock as reported by Bloomberg L.P. then applicable Conversion Price for 20 Trading Days (or any successor to its function which need not be consecutive Trading Days) in a period of reporting share prices) exceeds $6.72 (subject to equitable adjustment in the event of stock splits and similar events) for twenty 30 consecutive Trading Days following at any time after the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date"), (ii) the Underlying Shares Registration Statement shall be have been effective and the prospectus thereunder available to the Holders Holder for the resale of all Underlying Shares issuable upon such conversion during the entire twenty 30 Trading Day period and on the Company Conversion Date (as defined below) or the Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion DateAct, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, (iv) the Common Stock is listed or quoted for trading on the NASDAQ or a Subsequent Market during the entire twenty thirty Trading Day calculation period described above in this subsection, and (v) such conversion would not result in a violation of Section 4d(i4(a)(iv), (ii) or (iii), and (vi) the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) . The Company shall exercise its right to require conversions under Section 4(b)(i4(a)(ii) by delivering to the Holder a completed conversion notice in the form attached as Exhibit B (a "Company Conversion Notice"). Each of a Company Conversion Notice and a the Holder Conversion Notice is are sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures the Debenture to be converted and the date on which such conversion is to be effected, which date may not be prior to the converted. The date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is are referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. ." Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt Conversions at the request of the Company Conversion Notice, the Holder shall deliver to the Company the principal amount of Debentures subject to such Company Conversion Notice against receipt of the Underlying Shares. If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the Holder following a Company Conversion Notice, or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (reflected in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been convertedConversion Schedule.

Conversion at Option of the Company. If at any time after the Effective Date, the Closing Price for 20 consecutive Trading Days exceeds 130% of Conversion Price on the Original Issue Date (i) If the conditions set forth in this subsection are satisfiedsubject to equitable adjustment for stock splits, recombinations and similar events pursuant to Section 4(c)(ii)), the Company may require the conversion of Holder to convert all or a any portion of the principal amount of the Debentures subject to an effective Underlying Shares Registration Statement. The Company shall only have the right to require conversions hereunder if (i) the closing sales price of the Common Preferred Stock as reported by Bloomberg L.P. (or any successor to its function of reporting share prices) exceeds $6.72 (subject to equitable adjustment the limitations set forth in Section 5(a)(iii)) at the event of stock splits and similar events) for twenty consecutive Trading Days following the date on which an Underlying Shares Registration Statement shall have first been declared effective by the Securities and Exchange Commission (the "Effective Date")Conversion Ratio. provided, (ii) the Underlying Shares Registration Statement shall be effective and the prospectus thereunder available to the Holders for the resale of all Underlying Shares issuable upon such conversion during the entire twenty Trading Day period and on that the Company shall not be permitted to deliver a Company Conversion Date Notice (as defined below) at any time when the Underlying Securities Registration Statement is not then effective or Underlying Shares may be sold by the Holder subject to such conversion without volume limitation under Rule 144(k) promulgated under the Securities Act on the Company Conversion Date, (iii) the Company has available sufficient unreserved and available shares of Common Stock to fulfill its share delivery requirements upon such conversion, are not actively traded on the Nasdaq National Market (iv"NASDAQ") the Common Stock is or listed or quoted for trading on the NASDAQ New York Stock Exchange, American Stock Exchange or Nasdaq SmallCap Market (each, a "Subsequent Market during Market") and provided further that the entire twenty Trading Day calculation period described above in Closing Price must equal or exceed the price required pursuant to this subsection, (v) such conversion would not result in a violation of Section 4d(i), (ii) or (iii), and (vi) sentence on the Company shall not have been more than three Trading Days late in delivering any conversion shares pursuant to Section 4(e). (ii) Conversion Date. The Company shall exercise its right to require conversions under Section 4(b)(i) effect such conversion by delivering to the Holder a completed conversion written notice in the form attached hereto as Exhibit B (a the "Company Conversion Notice"). Each of a Company Conversion Notice and a Holder Conversion Notice is sometimes referred to herein as a "Conversion Notice". Each Company Conversion Notice shall specify the principal amount of Debentures to be converted and the date on which such conversion is to be effected, which date may not be prior to the date such Company Conversion Notice is deemed to have been delivered hereunder (a "Company Conversion Date"). Each of a Company Conversion Date and a Holder Conversion Date is referred to herein as a "Conversion Date". If no Conversion Date is specified in a Company Conversion Notice, the Conversion Date shall be the date that such Company Conversion Notice is deemed delivered hereunder. Subject to the Holder's rights under Section 4(b), the conversion subject to each Company Conversion Notice, once given, shall be irrevocable. Not more than three Trading Days following receipt Each Company Conversion Notice shall specify the number of shares of Preferred Stock to be converted. The date of delivery of the Company Conversion Notice, Notice is referred to herein as the "Company Conversion Date". A Holder shall deliver to the Company the principal amount of Debentures subject to such Conversion Notice and a Company Conversion Notice against receipt of the Underlying Sharesmay sometimes be referred to as a "Conversion Notice". If the Company is requiring conversion of less than the full principal amount represented by the Debenture(s) tendered by the A Holder following Conversion Date and a Company Conversion Notice, or if Date may sometimes be referred to as a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 4(e)) a new Debenture for such principal amount as has not been converted"Conversion Date".