Common use of Conversion Date Procedures Clause in Contracts

Conversion Date Procedures. Upon conversion of this Debenture pursuant to Section 3(a) above, the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder), as is determined by dividing the outstanding Principal Amount being converted by the then applicable Conversion Price and the rights of the Holders under the Debentures shall cease and the Holder shall be treated for all purposes as having become an owner of Common Stock. The date of any Conversion Notice hereunder shall be referred to herein as the “Conversion Date”. If a conversion under this Debenture cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the Holder of this Debenture to the Company, promptly deliver to the Holder, upon request, (but no later than five Trading Days after the later of the Conversion Date and such request) a Debenture for such outstanding Principal Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture to the Company upon any conversion hereunder unless the full outstanding Principal Xxxxxx represented by this Debenture is being converted or repaid, in which case the Holder shall promptly surrender this Debenture to the Company. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment.

Conversion Date Procedures. Upon conversion of this Debenture pursuant to Section 3(a) above, the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder)encumbrances, as is determined by dividing the outstanding Principal Amount being converted by the then applicable Conversion Price, PROVIDED, HOWEVER, that for any such conversions with a Conversion Date (as defined below) after delivery of a Repayment Election Notice electing repayment in Common Stock but before the applicable Repayment Date, a portion of such outstanding Principal Amount being converted, up to an amount equal to the Monthly Amount, shall be divided by the then applicable Market Price and the rights instead of the Holders under Conversion Price to determine the Debentures shall cease and the Holder shall be treated for all purposes as having become an owner number of Common StockUnderlying Shares issuable. The date of any Conversion Notice hereunder and any Repayment Date shall be referred to herein as the “Conversion Date”"CONVERSION DATE". If a conversion under this Debenture cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the Holder of this Debenture to the Company, shall promptly deliver to the Holder, upon request, Holder (but no later than five Trading Days after the later of the Conversion Date and such requestDate) a Debenture for such outstanding Principal Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture to the Company upon any conversion or payment for the Monthly Amount hereunder unless the full outstanding Principal Xxxxxx Amount represented by this Debenture is being converted or repaid, in which case the Holder shall promptly surrender this Debenture to the Company. The Holder Thx Xxxxer and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment.

Conversion Date Procedures. Upon conversion of this Debenture pursuant to Section 3(a) above-------------------------- Debenture, the outstanding Principal Conversion Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder)encumbrances, as is determined by dividing the outstanding Principal Conversion Amount being converted by the then applicable Conversion Price and the rights of the Holders under the Debentures shall cease and the Holder shall be treated for all purposes as having become an owner of Common StockPrice. The date of any Conversion Notice hereunder shall be referred to herein as the “"Conversion Date”". If a conversion under this Debenture hereunder cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal entire Conversion Amount hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the Holder of this Debenture to the Company, shall promptly deliver to the Holder, upon request, Holder (but no later than five three Trading Days after the later of the Conversion Date and such requestDate) a Debenture for such outstanding Principal Conversion Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture to the Company upon any conversion hereunder unless the full outstanding Principal Xxxxxx represented by this Debenture Conversion Amount is being converted or repaid, in which case the Holder shall promptly surrender this Debenture to the Companyconverted. The Holder and the Company shall maintain records showing the outstanding Conversion Amount and the Outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repaymentconversion.

Conversion Date Procedures. Upon conversion of this Debenture pursuant to Section 3(a) above, the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common StockShares, free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder)encumbrances, as is determined by dividing the outstanding Principal Amount being converted by the then applicable Conversion Price and the rights of the Holders under the Debentures shall cease and the Holder shall be treated for all purposes as having become an owner of Common StockPrice. The date of any Conversion Notice hereunder shall be referred to herein as the “Conversion Date”. No payment or adjustment shall be made at the time of conversion on account of interest accrued on the Debenture surrendered for conversion from the Interest Payment Date preceding conversion. Rather, such interest shall be paid in full to the holder at the time of the delivery of Common Shares. The Debenture shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holder of the Debenture or portion thereof converted shall cease, and the Holder shall be treated as a Holder of Common Shares at such time. If a conversion under this Debenture cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, if the Holder so elects, the Company shall, promptly after surrender by the Holder of this Debenture to the Company, shall promptly deliver to the Holder, upon request, (but no later than five Trading Days after the later of the Conversion Date and such request) Holder a Debenture for such outstanding Principal Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture to the Company upon any conversion hereunder unless the full outstanding Principal Xxxxxx represented by this Debenture is being converted or repaid, in which case the Holder shall promptly surrender this Debenture to the Company. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment.

Conversion Date Procedures. Upon conversion of this Debenture pursuant to Section 3(a) above, the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder)encumbrances, as is determined by dividing the outstanding Principal Amount being converted by the then applicable Conversion Price, provided, however, that for any such conversions with a Conversion Date (as defined below) after delivery of a Repayment Election Notice electing repayment in Common Stock but before the applicable Repayment Date, such outstanding Principal Amount being converted, up to an amount equal to the Monthly Amount, shall be divided by the then applicable Market Price and the rights instead of the Holders under Conversion Price to determine the Debentures shall cease and the Holder shall be treated for all purposes as having become an owner number of Common StockUnderlying Shares issuable. The date of any Conversion Notice hereunder and any Repayment Date shall be referred to herein as the “"Conversion Date”". If a conversion under this Debenture cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the Holder of this Debenture to the Company, shall promptly deliver to the Holder, upon request, Holder (but no later than five Trading Days after the later of the Conversion Date and such requestDate) a Debenture for such outstanding Principal Amount as has not been converted if this Debenture has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture to the Company upon any conversion or payment for the Monthly Amount hereunder unless the full outstanding Principal Xxxxxx Amount represented by this Debenture is being converted or repaid, in which case the Holder shall promptly surrender this Debenture to the Company. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon each such conversion or repayment.

Conversion Date Procedures. Upon conversion of this Debenture Note pursuant to Section 3(a) above, the outstanding Principal Amount hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of the Company’s common stock, par value $ .00001 per share (“Common Stock”), free of any liens, claims and encumbrances (other than liens, claims and encumbrances due to actions taken by Holder), as is determined by dividing the outstanding Principal Amount being converted by the then applicable Conversion Price and the rights of the Holders Holder under the Debentures this Note shall cease and the Holder shall be treated for all purposes as having become an owner of Common Stock. The date of any Conversion Notice hereunder shall be referred to herein as the “Conversion Date”. If a conversion under this Debenture Note cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, promptly after surrender by the Holder of this Debenture Note to the Company, promptly deliver to the Holder, upon request, (but no later than five (5) Trading Days after the later of the Conversion Date and such request) a Debenture Note for such outstanding Principal Amount as has not been converted if this Debenture Note has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Debenture Note to the Company upon any conversion hereunder unless the full outstanding Principal Xxxxxx Amount represented by this Debenture Note is being converted or repaid, in which case the Holder shall promptly surrender this Debenture Note to the Company. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture Note upon each such conversion or repayment.