Conversion by the Holder. The Holder agrees, pursuant to Section 5(a) of the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock, dated as of September 22, 2014, (as amended from time to time prior to the date hereof, and as in effect as of the date hereof, the “Series A-1 Certificate of Designation”), that on the Closing Date, it will convert 9,000 shares of the Preferred Stock it holds into Common Stock, such shares of Preferred Stock representing all of the outstanding shares of Preferred Stock it holds as of the date hereof and immediately before the conversion contemplated by this clause (a) (the “Holder’s Shares”).
Conversion by the Holder. At any time prior to the Maturity Date, the Holder shall have the right to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock of the Company at the Conversion Price. The number of such shares of common stock that Holder shall be entitled to receive, and shall receive, upon such conversion shall be determined by dividing the amount of unpaid principal and accrued interest under this Note so being converted by the Conversion Price, with interest computed as of the Voluntary Conversion Date (defined below). The Holder’s election to convert this Note, in whole or in part, shall be irrevocable. The Holder shall exercise its right of conversion by forwarding the original Note, together with a Notice of Conversion, in the form attached hereto as Exhibit A, signed by the Holder, to the Company to notify the Company that the Holder is exercising its right to convert all or part of the unpaid principal and accrued interest due under this Note into restricted shares of common stock of the Company. The effective date of the conversion pursuant to this Section 5(a) shall be the date the Company receives the Notice of Conversion or the original Note (or if the original Note has been lost or destroyed, an affidavit of Holder certifying to such loss or destruction), whichever is later (such later date, being referred to herein as the “Voluntary Conversion Date”). Within five (5) business days of the Voluntary Conversion Date, the Company shall issue and deliver, or cause to be issued and delivered to the Holder, a certificate or certificates for the number of shares due to the Holder.
Conversion by the Holder. The Holder agrees, pursuant to Section 5(a) of the Certificate of Designation of Series A Convertible Participating Preferred Stock, dated as of May 29, 2014, (as amended from time to time prior to the date hereof, and as in effect as of the date hereof, the “Series A Certificate of Designation”), that on the Closing Date, it will convert 12,499 shares of the Preferred Stock it holds (the “Converting Preferred Shares”) into 2,980,912 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and prior to the Closing Date), such Converting Preferred Shares representing all but one of the outstanding shares of Preferred Stock it holds as of the date hereof and immediately before the conversion contemplated by this clause (a). The Company shall issue the Conversion Shares (as defined below) to the Holder on the Closing Date. The single share of Preferred Stock held by the Holder after such conversion is referred to as the “Remaining Preferred Share”. The Common Stock issued pursuant to this Section 1(a) are referred to as the “Conversion Shares.”
Conversion by the Holder. To convert any Conversion Amount into shares of Common Stock on any date, the Holder shall deliver (whether via email, facsimile or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date (a “Conversion Date”), a copy of an executed notice of conversion substantially in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Company. If required by Section 3.3(c), within five (5) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a reputable overnight courier for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 15.2). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit B, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the close of business on the third (3rd) Trading Day following the date of receipt of a Conversion Notice (the “Delivery Date”), the Company shall, provided that all DWAC Eligible Conditions are then satisfied, credit the aggregate number of Section 3 Conversion Shares to which the Holder shall be entitled to the account specified on the Conversion Notice via the DWAC system. If all DWAC Eligible Conditions are not then satisfied, the Company shall instead issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Section 3 Conversion Shares to which the Holder shall be entitled; provided, however, that, in addition to any other rights or remedies that Holder may have under this Note, such number of shares issued by certificate rather than via the DWAC system shall be increased by 5% for each conversion that occurs more than six (6) months after the Issuance Date. For the avoidance of doubt, the Company has not met its obligation to deliver Section 3 Conversion Shares by the Delivery Date unless the Holder or its broker, as applicable, has actually received the shares electronically into the applicable account, or if the DWAC Eligible Conditions are not then satisfied, has actually received the certificate representing the applicable Section 3 Conversion Shares no later than the c...
Conversion by the Holder. 10.2.1 Subject to and upon compliance with the provisions of this Section, at the option of the Holder thereof, any Debenture or any portion of the principal amount thereof may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the tenth anniversary of the First Issue Date. In case the Debentures are called for redemption by the Company pursuant to Section 9, such conversion right in respect of the Debentures shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless (i) notice of conversion under Section 10.2.2 has been given by the Holder prior to such time, or (ii) the Company defaults in making the payment due upon redemption.
Conversion by the Holder. The shares of Series B Preferred Stock held by any holder may be converted in Common Stock as set forth herein, at the option of the holder according to the following schedule (“Conversion Schedule”): one-third (1/3) of the shares received by the holder may be converted beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date”); one-third (1/3) of such shares may be converted beginning two (2) years after the Original Issue Date; and the remaining one-third (1/3) of such shares may be converted beginning three years after the Original Issue Date. Notwithstanding the foregoing schedule, holders of Series B Preferred Stock may convert their shares into Common Stock effective immediately prior to the sale of all or substantially all of the Corporation’s assets.
Conversion by the Holder. The Holder agrees, (i) pursuant to Section 5(a) of the Certificate of Designation of Series A Convertible Participating Preferred Stock, dated as of May 29, 2014, (as amended from time to time prior to the date hereof, and as in effect as of the date hereof, the “Series A Certificate of Designation”) and (ii) pursuant to Section 5(a) of the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock, dated as of September 22, 2014, (as amended from time to time prior to the date hereof, and as in effect as of the date hereof, the “Series A-1
Conversion by the Holder. To convert this Note, the Holder must (i) complete and sign a conversion notice in the form attached hereto as Exhibit A (the “Holder Notice of Conversion”) and (ii) surrender this Note and deliver the Holder Notice of Conversion to the Company.
Conversion by the Holder. The Holder has the right, exercisable at any time, to convert the principal amount of this Junior Convertible Interest Note (or any portion thereof that is an integral multiple of $50) into that number of fully paid nonassessable shares of common stock, par value, $.01 per share (the "Common Stock"), of the Company obtained by dividing the principal amount of this Junior Convertible Interest Note by $0.75 per share (the "Conversion Price"). The Conversion Price shall be adjusted in the event of any change in the capital structure of the Company (whether by merger, consolidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or other similar change) such that this Junior Convertible Interest Note shall thereafter be convertible into such securities, cash and/or other property as would have been received in respect of the shares of Common Stock subject to this Junior Convertible Interest Note had this Junior Convertible Interest Note been converted in full immediately prior to such change.
Conversion by the Holder. The Holder may, at its election, upon surrender of this certificate along with a completed notice of conversion (the "Holder Conversion Notice") in the form attached hereto as Schedule D at the principal office of the Corporation, at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, convert the outstanding Principal Amount, in whole or in part, into Debenture Shares at a price per share equal to the Conversion Price (a "Holder Conversion"). The Holder shall be entitled to receive all accrued and unpaid interest on the Principal Amount of the Debentures so converted for the period from and including the last Interest Payment Date up to but excluding the date on which the Corporation issues Debenture Shares to the Holder pursuant to such Holder Conversion (the "Holder Conversion Date"). The delivery of the Holder Conversion Notice duly executed by the Holder and the surrender of the Debentures so converted shall be deemed to constitute a contract between the Holder and the Corporation whereby (i) the Holder subscribes for the number of Debenture Shares which it shall be entitled to receive upon such Holder Conversion, (ii) the Holder releases the Corporation from all liability under the converted Debentures (save and except for any liability or obligation under this certificate and the Debentures Purchase Agreement that survive the repayment in full of Debentures), and
