Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The "Conversion Price" shall be equal to the lesser of (i) $0.65, or (ii) 82% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder's election to convert (the percentage figure being a "Discount Multiplier"). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company's Common Stock is below $0.10, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 115% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.
Conversion; Conversion Price. At the option of the Holder, outstanding Principal Balance may be converted, either in whole or in part, into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share) at any time and from time to time at a conversion price per share of Common Stock (the "Conversion Price") equal to the lesser of (i) $.0285 (subject to adjustment for any stock-split or stock combination to occur after the date hereof) or (ii) the average of the closing bid prices of one Common Share, as reported on the OTC Bulletin Board ("OTCBB") or the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, for the ten Trading Days prior to a Conversion Date (the "Market Price"); provided, if such security is not quoted or listed or admitted to trading on the OTCBB or any national securities exchange, the Market Price shall be the 50% of the average closing bid prices of such security on the over-the-counter market, as reported by Bloomberg LP, or a similar generally accepted reporting service, for the ten Trading Days prior to a Conversion Date. For purposes hereof, "Trading Day" means any day on which (a) purchases and sales of securities authorized for quotation on the OTCBB or the over the counter market are reported thereon, (b) no event which results in a material suspension or limitation of trading of the Common Shares on the OTCBB or the over the counter market has occurred and (c) at least one bid for the trading of Common Shares is reported on the OTCBB or the over the counter market . The number of shares of Common Stock due upon conversion of all or a portion of the Principal Balance shall be (i) the portion of the Principal Balance divided by (ii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event (hereinafter defined), the Borrower shall send notice thereof to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of the Principal Balance, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.
Conversion; Conversion Price. At the option of the Holder, at any time from the ninetieth (90) day following the date of issuance of this Note until this Note is paid in full, this Note may be converted, either in whole or in part up to the principal amount hereof (or in case some portion of this Note shall have been called for redemption prior to such date, then at the portion that is not so called), together with accrued and unpaid interest thereon to the relevant Conversion Date, into Note Share (calculated as to each conversion to the nearest 1/lOOth of a Note Share), at the conversion price the ("Conversion Price") equal to seventy-five percent (75%) (the "Conversion Ratio") of the average closing bid price of the Common Stock on the five Trading Days immediately preceding the relevant Conversion Date (the "Valuation Period"), (but in no event shall such amount be in excess of 125% of the average closing bid price of the Common Stock on the five Trading Days immediately preceding the issuance date of this Note). Notwithstanding the foregoing, no more than fifty (50%) of the original principal amount of this Note shall be convertible on or before the one hundred twentieth (120th) day following issuance. Notwithstanding anything to the contrary contained herein, in no event shall the Holder be entitled to convert this Note into any Note Shares when the result of such conversion would entitle the Holder to receive that number of shares of the Issuer's Common Stock of which the sum of (xx) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note) and (yy) the number of shares of Common Stock issuable upon conversion of this Note, would result in beneficial ownership by the Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For the purposes of this provision, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D and G thereunder, except as otherwise provided in clause (xx) of this provision.
Conversion; Conversion Price. At the option of the Holder, the shares of Series B Preferred Stock may be converted, either in whole or in part, into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share) at any time and from time to time following the Issue Date at a Conversion Price per share of Common Stock equal to $1.00 (subject to adjustment for any stock split or stock combination to occur after the date hereof), (the "Conversion Price"). The number of shares of Common Stock due upon conversion of Series B Preferred Stock shall be (i) the number of shares of Series B Preferred Stock to be converted, multiplied by (ii) the Stated Value and divided by (iii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event, the Corporation shall send notice thereof to each Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of its Series B Preferred Stock, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $0.02 (the “Fixed Conversion Price”), or (ii) if the Shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid” price on the date of conversion.. If the Holder elects to convert a portion of the Debenture and, if applicable, on the day that the election is made, the lowest “Bid” price per share of the Shares is below $.001, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.
Conversion; Conversion Price. Each share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock (rounded to the nearest 1/100 of a share) equal to a fraction, the numerator of which is (a) the product of One Hundred Fifty Percent (150%) multiplied by the number of outstanding shares of Common Stock on the Closing Date (excluding the shares of Common Stock and Preferred Stock issued to IFT on the Closing Date pursuant to the Agreement), treating all convertible securities (other than the Series D Preferred Stock), options, warrants, and other rights to acquire securities of Corporation outstanding on the Closing Date as if they had been converted or exercised (whether or not actually converted or exercised), as the case may be, minus (b) the number of shares of Common Stock issued to IFT on the Closing Date pursuant to the Agreement, and the denominator of which is 2,495,400. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs after the date hereof as a result of which the number of Common Shares Outstanding (assuming for purposes of such determination, the issuance of all such shares pursuant to an exercise or conversion (as the case may be) of options, warrants, and other securities issued as part of such Valuation Event) shall be increased or decreased, then the Conversion Price shall automatically be proportionately decreased or increased, respectively, and the number of Common Shares reserved for issuance pursuant to the conversion of the then Outstanding Series D Preferred Stock shall be automatically proportionately increased or decreased respectively, so as appropriately to reflect the effects of such Valuation Event, effective immediately upon the effectiveness of such Valuation Event. The adjustment required by the foregoing sentence shall be effectuated each time a separate Valuation Event shall occur, and such adjustments shall therefore be cumulative.
Conversion; Conversion Price. The Holder has the right, at its option, at any time after January 31, 2002 and until this Note is paid in full, to convert, in lieu of payment of cash, the then-outstanding principal balance of this Note (or any portion thereof in an amount not less than $3,000,000) into that number of fully paid and nonassessable shares of the Parent's Common Stock, par value $.01 per share ("Common Stock"), equal to (i) the principal amount hereof that the Company elects to convert divided by (ii) the Conversion Price. The Conversion Price shall be equal to the product of (A) $_________ per share (which is the Market Price (as hereafter determined) of the Common Stock in effect on December 21, 2000), and (B) one hundred and two percent (102%). Common Stock into which this Note may be converted is referred to herein as "Conversion Stock." "Market Price" shall mean the average of the closing price of the Common Stock on the New York Stock Exchange, or if there has been no sales on such exchange on any day, the average of the highest bid and lowest asked prices on such exchange at the end of such day, in each such case averaged over a period of the thirty (30) calendar days prior to the December 21, 2000. Notwithstanding anything contained herein to the contrary, no conversion may be made of principal in any amount less than $3,000,000 and in no event shall the amount of any interest accrued hereunder be convertible into shares of Common Stock.
Conversion; Conversion Price. Section 1(c) of the Schedule is replaced in its entirety with the following:
Conversion; Conversion Price. (a) On the date the registration statement registering the shares of Common Stock (defined below) into which all of the Notes are then convertible becomes effective under the Act, the entire principal amount of all of the Notes shall be automatically converted into fully-paid and nonassessable shares of Common Stock of the Company, par value $.0001 per share ("Common Stock") at the conversion price, determined below, in effect on such date.
Conversion; Conversion Price. 4.1 Subject to the provisions of this Section 4, at any time during the period commencing with the later to occur of (i) the consummation of the first firm-commitment underwritten public offering by Issuer or a related issuing entity which includes the Business (in either case, the “Publicly Traded Entity”) of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”) or (ii) the day after the one-year anniversary of the issuance of this Note, through and including the Maturity Date, either the Issuer or the Holder of this Note may choose to convert the outstanding principal amount of this Note, in whole or in part, plus any unpaid accrued interest into common stock (the “Common Stock”) of such Publicly Traded Entity; provided that each such conversion shall be in an amount of not less than $10,000,000.
