Conversion by Xxxxxx. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at such Holder's option, at any time and from time to time to convert the outstanding Principal Amount under this Note in whole or in part by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by facsimile or electronic transmission (with the original mailed on the same day be certified or registered mail, postage prepaid and return receipt requested), on the date of conversion (the “Conversion Date”). A Conversion Notice shall be deemed sent on the date of delivery if delivered before 5:00 p.m. Eastern Standard Time on such date, or the day following such date if delivered after 5:00 p.m. Eastern Standard Time. Notwithstanding anything to the contrary herein, this Note and the outstanding Principal Amount hereunder shall not be convertible into Common Stock to the extent that such conversion would result in the Holder hereof exceeding the limitations contained in, or otherwise violating the provisions of Section 3(i) below.
Conversion by Xxxxxx. At the sole election of Holder pursuant to written notice to Maker, all or any part of the outstanding principal balance of this Note and all or any part of the interest accrued and unpaid thereon may be converted within the two business days immediately prior to the Anticipated Closing Date of a Change of Control Transaction (as defined below) into shares of Common Stock of Maker at the Conversion Price. "Change of Control Transaction" means the consummation of any transaction or series of related transactions approved by Maker's Board of Directors that results in the holders of record of Maker's capital stock immediately prior to the transaction or transactions holding less than fifty percent (50%) of the voting power of Maker immediately after the transaction or transactions, including the acquisition of Maker by another entity and any reorganization, merger, consolidation or share exchange, or which results in the sale of all or substantially all of the assets of Maker. "Anticipated Closing Date" means the date that Maker's Board of Directors determines to be the expected closing date of the Change of Control Transaction. Notwithstanding the foregoing, any conversion pursuant to this Section shall be conditioned upon the actual closing of a Change of Control Transaction and shall not be deemed to have occurred if such Change of Control Transaction is not consummated.
Conversion by Xxxxxx. From and after the Issuance Date and subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at Holder’s option, at any time and from time to time to convert, in part or in whole, the outstanding Principal Amount and all accrued and unpaid interest under this Note into shares of the Company’s common stock, par value $.001 per share (“Common Stock”), at the then applicable Conversion Price, by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by facsimile (with the original mailed on the same date by certified or registered mail, postage prepaid and return receipt requested). The Conversion Notice shall specify a date for the conversion to be effective, which date shall be no earlier than the date on which the Conversion Notice is delivered (the “Conversion Date”), and the Conversion Notice shall be irrevocable when delivered.
Conversion by Xxxxxx. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at Holder's option, at any time and from time to time to convert, in part or in whole, the outstanding Principal Amount under this Note by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the "CONVERSION NOTICE"), which may be transmitted by facsimile (with the original mailed on the same date by certified or registered mail, postage prepaid and return receipt requested) on the date of conversion (the "CONVERSION DATE"). Notwithstanding anything to the contrary herein, this Note and the outstanding Principal Amount hereunder shall not be convertible into Common Stock to the extent that such conversion would result in the Holder hereof exceeding the limitations contained in, or otherwise violating the provisions of Section 3(l) below.
Conversion by Xxxxxx. Subject to and upon compliance with the provisions of this Article 3 and Article 3.1 of the Original Note, the Holder will have the right from time to time, at the Holder’s option, to convert all or any portion of this Note (the “Conversion Right”).
Conversion by Xxxxxx. Subject to Section 5.11, at any time upon -------------------- seventy-five (75) days' prior written notice to the Company at any time and from time to time on or after March 30, 2000, (the "INITIAL CONVERSION DATE"), and ----------------------- prior to the close of business on the Maturity Date or earlier as set forth in this Section 5, the principal sums due under this Note shall be convertible into shares of Common Stock at the Conversion Price, at the option of the Holder in whole or in part. The Company may waive the seventy-five (75) day notice requirement at its sole discretion as to any Holder or Holders. The Holder shall effect conversions by surrendering this Note (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (the "HOLDER CONVERSION NOTICE") to the Company. Each Holder --------- ------------------------ Conversion Notice shall specify the principal amount of this Note to be converted (which may not be less than $100,000 or such less principal amount of this Note then held in the aggregate by such Holder) and the date on which such conversion is to be effected (which, in any event, shall be no less than seventy-five (75) days from the date of such notice under subparagraph (a)) (the "HOLDER CONVERSION DATE", unless waived by the Company as set forth above). If ---------------------- no Holder Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that is seventy-five (75) days after the date that the Holder Conversion Notice is deemed delivered pursuant to Section 5.10. Each Holder Conversion Notice, may be revoked and rescinded at the election of the Holder exercised in its sole discretion prior to the Holder Conversion Date. If the Holder is converting less than all of the principal amount represented by this Note 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 5.10) a new Note for such principal amount as has not been converted. Interest on the Note shall continue to accrue through the Holder Conversion Date.
Conversion by Xxxxxx. Subject to the terms hereof and restrictions and limitations contained herein, the Lender shall have the right, at Lender’s option, at any time and from time to time to convert, in part or in whole, the outstanding principal balance of this Time Note (the “Principal Amount”) and all accrued and unpaid interest under this Note into shares of the Guarantor’s Series B Preferred Stock, par value $.001 per share (“Preferred Stock”), at the then applicable Conversion Price (as defined below), by delivering to the Guarantor a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by facsimile (with the original mailed on the same date by certified or registered mail, postage prepaid and return receipt requested). The Conversion Notice shall specify a date for the conversion to be effective, which date shall be no earlier than ninety (90) days from the date on which the Conversion Notice is delivered (the “Conversion Date”), and the Conversion Notice shall be irrevocable when delivered. Upon receipt of the Conversion Notice, Borrower shall assign or otherwise transfer or distribute the Time Note to Guarantor and Guarantor shall fulfill the requirements of this Section 22. For purposes of this Time Note, the term “Conversion Price” shall be defined as $100 per share, as adjusted as set forth herein.
Conversion by Xxxxxx. Subject to and upon compliance with the provisions of this Article 3, the Holder shall have the right, at the Holder’s option, to convert all or any portion of the outstanding principal of the Note to the Company’s fully paid Common Stock (the “Conversion Shares”), at the then applicable Conversion Price.
Conversion by Xxxxxx. The Holder of this Debenture is entitled at any time prior to maturity, or in case this Debenture or some portion hereof shall have been called for prepayment prior to maturity, then until 30 days after the date of the notice of prepayment, to convert the Debenture (or any portion of the principal amount and interest hereof at the rate of $2.70 per share), into an aggregate of 814,815 fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Company (the "Shares"). The conversion right shall be exercised by proper surrender of the original of the Debenture to the Company, accompanied by written notice that the Holder hereof elects to convert the Debenture.
Conversion by Xxxxxx. The Holder may convert this Note in whole or in part for Common Shares at the then-applicable Conversion Price at any time during which at least one of the following conditions are satisfied:
(i) a Liquidity Event shall have occurred; or
(ii) if no Liquidity Event shall have occurred prior to such time, from and after April 21, 2013; or
(iii) this Note shall have been called for redemption by the Company in accordance with Section 5.1 hereof, in which case the Holder may convert this Note into Common Shares at any time prior to the close of business on the Business Day prior to the Redemption Date. To convert this Note the Holder must (1) complete and manually sign the irrevocable conversion notice on the back of this Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company, (2) surrender this Note to the Company, (3) furnish appropriate endorsements and transfer documents if required by the Company, and (4) pay any transfer or similar tax, if required. The Holder may convert a portion of this Note only if the principal amount of such portion is $1,000 or a multiple of $1,000, or is the full principal amount of all Investor Notes held by such Holder.
