Conversion 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 Ninety Three Cents ($0.93) per share, subject to adjustment as provided in Section 2(c) 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 2(a)(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 th...
Conversion at the Option of the Holder. The Holder of this Debenture shall have the following conversion rights.
Conversion at the Option of the Holder. (a) At any time while any portion of the principal or interest of this Note is outstanding, the Holder may give Debtor written notice of its intention to convert (the “Voluntary Conversion”) all or any portion of the outstanding principal and/or accrued but unpaid interest on this Note into such number of shares of Debtor’s common stock, par value $0.001 per share (the “Common Stock”), equal to the amount to be converted divided by the Conversion Price in effect at such time (the “Conversion Shares”). Upon receipt of the Holder’s written notice, Debtor shall cause certificates representing the Conversion Shares to be delivered to the Holder within five (5) business days of Debtor’s receipt of such notice. The person or persons entitled to receive the Conversion Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the date the applicable conversion notice is given.
(b) The “Conversion Price” initially shall be $0.40 and shall be subject to adjustment as set forth below. The Conversion Price shall be adjusted proportionally for any subsequent stock dividend or split, stock combination or other similar recapitalization, reclassification or reorganization of or affecting the Common Stock.
(c) If Debtor shall at any time or from time to time after the date hereof issue or sell any additional shares of Common Stock, or other equity or debt securities convertible into Common Stock, in exchange for consideration in an amount per share of Common Stock (on an as converted basis, if applicable) less than the Conversion Price at the time such securities are issued or sold, then the Conversion Price immediately prior to such issue or sale shall be reduced to a price determined by dividing:
(i) an amount equal to the sum of (A) the number of shares of Common Stock outstanding (on an as converted basis) immediately prior to such issue or sale multiplied by the then existing Conversion Price, plus (B) the consideration, if any, received by Debtor upon such issue or sale; by
(ii) the total number of shares of Common Stock outstanding (on an as converted basis) immediately after such issue or sale.
(d) In case of a Change of Control (as defined below), instead of receiving Conversion Shares upon conversion of this Note, the Holder shall have the right thereafter to receive the kind and amount of shares of stock and other securities, cash and property that the Holder would have owned or have been entitled to receive immed...
Conversion at the Option of the Holder. Each Holder may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series D Preferred Stock plus all accrued but unpaid Accruing Dividends into a number of fully paid and nonassessable shares of the Common Stock determined by dividing the Stated Value plus the aggregate amount of the Accruing Dividends by the Conversion Price for such shares of Series D Preferred Stock.
Conversion at the Option of the Holder. Each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into a number of fully paid and non-assessable shares of series A Common Stock determined in accordance with the following formula: 153.5 shares of Series A Common Stock for each one share of Series A Preferred Stock.
Conversion at the Option of the Holder. Subject to the limitations on conversions contained in Paragraph C of this Article IV, each holder of shares of New Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of New Preferred Stock into a number of fully paid and non-assessable shares of Common Stock determined in accordance with the following formula:
Conversion at the Option of the Holder. Subject to the limitations of Paragraph 13, the Holder shall have the following conversion rights:
Conversion at the Option of the Holder. From and after the end of the period beginning on the Date of Issuance and ending at the Optional Conversion Eligibility Time (such period, the “Conversion Standstill Period”), each Series A Preferred Share may be converted, at any time and from time to time, at the option of the holder thereof into a number of shares of Common Stock equal to the quotient determined by dividing (i) the sum of the Liquidation Value, plus the Series A Unpaid Dividends thereon at such time, by (ii) the Conversion Price then in effect; provided, that (i) prior to the receipt of the Shareholder Approval, the Series A Preferred shall not be convertible pursuant to this Section 8 into more than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Date of Issuance (subject to a proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase for the Common Stock) such conversion (such limitation, the “Conversion Cap”); and (ii) prior to the first vote of the shareholders of the Corporation with respect to the Shareholder Approval, no Series A Preferred Shares may be converted (the “Conversion Restriction”). Series A Preferred Shares shall immediately and permanently cease to be subject to the Conversion Cap upon receipt of
Conversion at the Option of the Holder. The Holder of this Debenture -------------------------------------- shall have the following conversion rights:
Conversion at the Option of the Holder. (a) Following the seventh (7th) anniversary of the date of the completion of the Closing (as defined in the Framework Agreement), shares of the Series A Preferred Stock are convertible, in whole or in part, at the option of each Holder of Series A Preferred Stock, into shares of Common Stock at the rate of fifty thousand (50,000) shares of Common Stock per one (1) share of Series A Preferred Stock, subject to adjustments as set forth under paragraph 4(h)(13) (the “Conversion Rate”).
(b) Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, in the event a Holder of shares of the Series A Preferred Stock elects to convert any shares of Series A Preferred Stock and if such Holder, together with its Affiliates, exceeds the Ownership Cap or following any such conversion would exceed the Ownership Cap (any such shares of Common Stock in excess of the Ownership Cap, the “Optional Excess Shares”), the Corporation shall have the right, exercisable in its sole discretion, to elect (i) not to cause the conversion of such Optional Excess Shares or (ii) to convert such Optional Excess Shares and deliver such Optional Excess Shares to the Holder in which event the Holder shall use reasonable best efforts to sell such Optional Excess Shares in the open market as promptly as practicable and in any event within three (3) months of such delivery. For the avoidance of doubt, the Corporation shall not pay any cash to a Holder in respect of such conversion or otherwise settle any such conversion in cash, other than the right of the Holder to receive payment in lieu of any fraction of a share in exchange therefor.
