Conversion; Conversion Price; Valuation Event. (a) At the --------------------------------------------- option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) 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 (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (i) $0.20, or (ii) eighty percent (80%) of the lowest Market Price during the twenty (20) Trading Days prior to Holder's election to convert (a "DISCOUNT MULTIPLIER"); provided, that -------- in the event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by three percentage points (3%) for each month or partial month occurring after the Deadline that the Registration Statement is not effective.
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) 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 (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus, if mutually agreed by the parties, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $0.20, or (ii) eighty percent (80%) of the average of the 5 lowest daily VWAPs during the twenty (20) Trading Days prior to Holder's election to convert (a "Discount Multiplier"); provided, that in the event the Registration Statement has not been declared effective by the SEC by the Deadline or, if the Registration Statement has theretofore been declared effective but is not thereafter effective, then the applicable Discount Multiplier shall decrease by one and one-half percentage points (1.5%) for each month or partial month occurring after the Deadline that the Registration Statement is not effective. Such reduction of the Discount Multiplier shall be rescinded 60 days after the Registration Statement is declared effective. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Conversion Price is below $0.025, 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 110% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have right to withdraw its Conversion Notice. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. In the event Holder breaches this provisi...
Conversion; Conversion Price; Valuation Event. 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) $0.50, or (ii) 80% 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 $0.07, 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 100% 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; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) 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 multiplied by eleven, minus the product of the Conversion Price multiplied by six and two-thirds times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "CONVERSION PRICE" shall be equal to the lesser of (i) $1.50, or (ii) eighty percent (80%) of the average of the 5 lowest volume weighted average prices during the twenty (20) Trading Days prior to Xxxxxx's election to convert (a "DISCOUNT MULTIPLIER"). For a period of 6 months following the Closing Date, the Holder shall not be able to convert the Debenture on any day that the Market Price is below $0.75. After 6 months from the Closing Date, if the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Market Price is below $0.75, 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. Beginning in the first full calendar month after the Registration Statement is declared effective, Holder shall convert at least 5%, but no more than 10% (such 10% maximum amount to be cumulative from the Deadline), of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered and freely tradable. The 10% monthly maximum amount shall not be applicable if the Current Market Price of the Common Stock at anytime during the applicable month is higher than the Current Market Price of the Common Stock on the Closing Date. In the event Holder breach...
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) 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 (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus, at the option of the Holder, any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the Debenture being converted not included at the option of the Holder in clause (i) of the immediately preceding sentence. The "Conversion Price" shall be equal to the lesser of (i) $1.00, or (ii) eighty percent (80%) of the average of the 5 lowest Volume Weighted Average Price days during the
Conversion; Conversion Price; Valuation Event. At the option of ---------------------------------------------- the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) 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: (i) the Principal Amount of the Debenture and all accrued interest being converted on the Conversion Date, divided by (ii) the Conversion Price. The "Conversion Price" shall be equal to seventy five percent (75%) of the average of the Market Prices during the ten (10) Trading Days prior to Holder's election to convert.
Conversion; Conversion Price; Valuation Event. (a) At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $10,000 in Principal Amount or any integral multiple of $1,000 in excess thereof, except that if a conversion covers the entire Principal Amount then outstanding, the Principal Amount need not be an integral multiple of $1,000) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to (i) the Principal Amount of the Debenture being converted at the Conversion Date (plus any accrued and unpaid interest on the Debenture being converted through the Conversion Date) divided by (ii) the Conversion Price. The "CONVERSION PRICE" shall be equal to the lesser of (y) seventy-seven and one-half percent (77.5%) of the Market Price and (z) ________ Dollars and ______ Cents ($____) (the "Fixed Price"), provided that in the event that the Common Shares issued as a result of the conversion to which such Conversion Price relates are to be sold pursuant to Rule 144 promulgated under the Securities Act, the Conversion Price shall be equal to the lesser of (A) the Fixed Price or (B) fifty percent (50%) of the Market Price.
Conversion; Conversion Price; Valuation Event. This Note may be converted, either in whole or in part, up to the full Principal Amount and accrued Interest hereof (the “Conversion Amount”) into shares of Common Stock (calculated as to each such conversion to the nearest whole share) (the “Shares”), at any time (subject to Section 4.(b) below) and from time to time on any business day, subject to compliance with this Section 4. The number of Shares into which this Note may be converted is equal to the dollar amount of the Principal Amount being converted divided by the Conversion Price. The “Conversion Price” shall be the greater of: (i) four dollars ($4.00); or (ii) 80% of the public offering price per share of Common Stock issued and sold by the Borrower after the date of this Note. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Agreement shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).
Conversion; Conversion Price; Valuation Event. At the option of the Lender, this Note 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 Note may be converted is equal to the dollar amount of the Note being converted divided by the Conversion Price. The “
Conversion; Conversion Price; Valuation Event. (a) Subject to the requirements set forth in this Section 3.1, 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 multiplied by eleven, minus the product of the Conversion Price multiplied by ten times the dollar amount of the Debenture being converted, and the entire foregoing result shall be divided by the Conversion Price. The "CONVERSION PRICE" shall be equal to the lesser of (i) $1.00, or (ii) 80% 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. Notwithstanding the foregoing, beginning in the first full calendar month after the date upon which the Common Stock Issued at Conversion are registered under the Securities Act, or such shares may be sold by Holder pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule ("RULE 144"), Holder shall convert at least 10% but not more than 15% of the face value of the Debenture per calendar month into Common Shares of the Company, provided that the Common Shares are available, registered, or exempt from registration and Holder is able to sell such shares under Rule 144 promulgated under the ______________ ____________ Initials Initials Securities Act, or such shares are otherwise freely tradable (with the date upon which the Common Shares are so first converted by Holder referred to herein as the "CONVERSION COMMENCEMENT DATE"). If Holder converts more than 10% of the face value of the Debenture in any calendar month, the excess over 10% shall be credited against the next month's minimum conversion amount. In the event Holder does not convert at least 10% of the Debenture's face value in any particular calendar month, the Company's sole and exclusive remedy shall be limited to Holder not being entit...
