Common use of CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY Clause in Contracts

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture terms; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", as such terms are defined below, if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture terms; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", " (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash or Common Stock (as provided in Section 2(b)(v)) to each Holder a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture terms, which Default Payment shall not exceed the maximum percentage permitted by law; provided, however, that if such failure is the result of there being insufficient shares authorized to make such issuance, such amount shall not be payable if the Company promptly (but in any event within ten (10) calendar days) authorizes and issues such shares, and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", Deficiency (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "DeficiencyDEFICIENCY" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) (each, a "Conversion Deficiency") in accordance with the terms of the Debenture Purchase Agreement for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment at in an amount equal to three percent (3%) of the Default Payment Rate on the Debenture Amount Liquidation Preference for the Debentures Preferred Shares held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture termsterms of the Certificate of Determination; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount number of Debentures Preferred Shares equal to such Holder's pro rata share of the "Deficiency", ," as such terms are term is defined below, if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price Preferred Shares if the failure to issue Common Shares results from any other cause; provided, however, if within three (3) business days of such Redemption Notice the Company delivers to such Holder a Notice stating that the Company will have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares within ten (10) business days, then the Company shall not be required to redeem such Preferred Shares pursuant to this paragraph (iv) unless the Company shall fail to have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares after such ten (10) business day period. Pursuant to the foregoing, in the event any Holder delivers a Conversion Notice and the Company is unable to convert any Preferred Shares under the Certificate of Determination due to an insufficient number of Common Shares available for any reason, the Company promptly shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the number of Preferred Shares requested to be converted in such Conversion Notice which are not so converted. The "Deficiency" shall be equal to the Debenture Amount number of Debentures Preferred Shares that would not be able to could be converted for Common Shares, due to an insufficient the number of Common Shares availablerepresented by the number of Common Shares required to be issued upon receipt of a Conversion Notice less the number of Common Shares available for issuance upon receipt of such Conversion Notice, if all the outstanding Debentures Preferred Shares eligible for conversion were submitted for conversion at the Conversion Price set forth in the Debentures Certificate of Determination as of the date such Deficiency is determined. Any request Default payments shall no longer accrue on Preferred Shares after such shares have been redeemed by a Holder the Company pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Priceforegoing provision.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of shares of Common Shares Stock registered for resale under the Registration Statement (or which are exempt from the registration requirements under Act pursuant to Rule 144(k) under the Act) available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the DebentureArticles of Amendment) or Subscription Notice (as defined in the Warrant) or is otherwise unable or unwilling to issue such shares of Common Shares Stock (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture Articles of Amendment for any reason after receipt of a Conversion NoticeNotice (each, a "Conversion Deficiency") then: (A) The Company shall pay in cash to each Holder a default payment at an amount equal to three percent (3%) of the Default Payment Rate on the Debenture Amount Liquidation Value for the Debentures Series C Preferred Stock held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture termsterms of the Articles of Amendment; and (B) At any time five (5) days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), each Holder, at such Holder's option by delivery to the request Company of any Holder pursuant a Notice of Redemption, shall: (I) in the case of a Conversion Deficiency with respect to a redemption noticeConversion Notice, have the right to have the Company promptly either (1) shall purchase redeem from such Holder, at a purchase price equal to Holder (i) the Premium Redemption Price, the Debenture Amount number shares of Debentures Series C Preferred Stock equal to such Holder's pro rata share of the "Deficiency", Deficiency (as such terms are defined below, ) at a purchase price equal to the Triggering Event Redemption Price as of that Conversion Date (if the failure to issue Common Shares results from the lack of a sufficient number thereof and thereof), or (2ii) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price shares of Series C Preferred Stock (if the failure to issue Common Shares results from any other cause); and (II) in the case of a Conversion Deficiency with respect to a Subscription Notice, pay such Holder an amount in cash equal to the product of (1) the Deficiency and (2) the difference between the "fair market value" (as defined in the Warrant and Secondary Warrants) as of the Trading Day next immediately preceding the date of exercise of the Warrant or Secondary Warrants, as applicable, and the Purchase Price (as defined in the Warrant and Secondary Warrants). The With respect to any Conversion Deficiency relating to a Conversion Notice, the "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, required to be issued upon receipt of a Conversion Notice if all the outstanding Debentures shares of Series C Preferred Stock eligible for conversion were submitted for conversion at the Conversion Price set forth as provided in the Debentures Articles of Amendment as of the date such the Deficiency is determined, less the number of Common Shares available for issuance upon receipt of such Conversion Notice. With respect to any Conversion Deficiency relating to a Subscription Notice, the "Deficiency" shall be equal to the number of shares of Common Stock required to be issued upon receipt of a Subscription Notice if all outstanding Warrants or Secondary Warrants, as applicable, eligible for exercise were exercised at the Purchase Price as of the date the Deficiency is determined, less the number of shares of Common Stock available for issuance upon receipt of such Subscription Notice. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt redemption of the Premium Redemption Pricesuch shares of Series C Preferred Stock.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company TXB does not have a sufficient number of Common Shares available to satisfy the CompanyTXB's obligations to any Holder upon receipt of a Conversion Notice (as defined in the DebentureDesignation) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 11 below) in accordance with the terms of the Debenture Designation for any reason after receipt of a Conversion Notice, then: (A) The Company TXB shall pay in cash to each Holder a default payment at in an amount equal to three percent (3%) of the Default Payment Rate on the Debenture Amount Liquidation Preference for the Debentures Preferred Shares held by such Holder for each 30-day period from and after the Conversion Date (or portion thereofas defined in the Designation) that the Company TXB fails or refuses to issue Common Shares in accordance with the Debenture termsterms thereof; provided, however, that the foregoing default payments shall not be assessed for more than six (6) thirty (30) day periods in one calendar year; and (B) At whether or not TXB is current in its default payments under clause (A) of this paragraph (iv), at any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company TXB promptly (1) shall purchase from such Holder, at a purchase price equal to the "Premium Redemption Price", the Debenture Amount number of Debentures Preferred Shares equal to such Holder's pro rata share of the "Deficiency", as such terms are defined below; provided, however, if the failure within three (3) business days of such redemption notice TXB delivers to issue Common Shares results from the lack of such Holder a notice stating that TXB will have a sufficient number thereof of Common Shares available for conversion of all outstanding Preferred Shares within ten (10) business days, then TXB shall not be required to redeem such Preferred Shares pursuant to this paragraph (iv) unless TXB shall fail to have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares after such ten (10) business day period. Pursuant to the foregoing, in the event any Holder delivers a Conversion Notice and (2) TXB is unable to convert any Preferred Shares under the Designation due to an insufficient number of Common Shares available for any reason, TXB promptly shall purchase all from such Holder, at a purchase price equal to the Premium Redemption Price, the number of Preferred Shares requested to be converted in such Conversion Notice which are not so converted. The "Premium Redemption Price" per Share is equal to 1.3 (or such portion as such Holder may electi.e., 130%) times the Liquidation Preference of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other causeShare. The "Deficiency" shall be equal to the Debenture Amount number of Debentures Preferred Shares that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures Preferred Shares were submitted for conversion at the Conversion Price set forth in the Debentures Designation as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment : at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture terms; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv)thereafter, at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", Deficiency (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company Alteon does not have a sufficient number of Common Shares available to satisfy the CompanyAlteon's obligations to any Holder upon receipt of a Conversion Notice (as defined in the DebentureDesignation) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 11 below) in accordance with the terms of the Debenture Designation for any reason after receipt of a Conversion Notice, then: (A) The Company Alteon shall pay in cash to each Holder a default payment at in an amount equal to three percent (3%) of the Default Payment Rate on the Debenture Amount Liquidation Preference for the Debentures Preferred Shares held by such Holder for each 30-day period from and after the Conversion Date (or portion thereofas defined in the Designation) that the Company Alteon fails or refuses to issue Common Shares in accordance with the Debenture termsterms thereof; and (B) At at any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company Alteon promptly (1) shall purchase from such Holder, at a purchase price equal to the "Premium Redemption Price", the Debenture Amount number of Debentures Preferred Shares equal to such Holder's pro rata share of the "Deficiency", as such terms are defined below; provided, however, if the failure within three (3) business days of such redemption notice Alteon delivers to issue Common Shares results from the lack of such Holder a notice stating that Alteon will have a sufficient number thereof of Common Shares available for conversion of all outstanding Preferred Shares within ten (10) business days, then Alteon shall not be required to redeem such Preferred Shares pursuant to this paragraph (iv) unless Alteon shall fail to have a sufficient number of Common Shares available for conversion of all outstanding Preferred Shares after such ten (10) business day period. Pursuant to the foregoing, in the event any Holder delivers a Conversion Notice and (2) Alteon is unable to convert any Preferred Shares under the Designation due to an insufficient number of Common Shares available for any reason, Alteon promptly shall purchase all from such Holder, at a purchase price equal to the Premium Redemption Price, the number of Preferred Shares requested to be converted in such Conversion Notice which are not so converted. The "Premium Redemption Price" per Share is equal to 1.3 (or such portion as such Holder may electi.e., 130%) times the Liquidation Preference of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other causeShare. The "Deficiency" shall be equal to the Debenture Amount number of Debentures Preferred Shares that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures Preferred Shares were submitted for conversion at the Conversion Price set forth in the Debentures Designation as of the date such Deficiency is determined. Any request Default payments shall no longer accrue on Preferred Shares after such shares have been redeemed by a Holder Alteon pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Priceforegoing provision.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation except by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture terms; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", " (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder cause a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder Conversion Price Reduction for each 30-day period (or portion thereof) that the Company fails fails, is unable or refuses to issue Common Shares in accordance with the Debenture terms; provided, however, that if such failure is the result of there being insufficient shares authorized to make such issuance, there shall not be a Conversion Price Reduction if the Company promptly (but in any event within ten (10) calendar days) authorizes and issues such shares, and (B) At any time five (5) days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", Deficiency (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "DeficiencyDEFICIENCY" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.

CONVERSION DEFICIENCY; PREMIUM PRICE REDEMPTION FOR CONVERSION DEFICIENCY. In To the extent that Section 3.14 of the Purchase Agreement does not apply, in the event that the Company does not have a sufficient number of Common Shares available to satisfy the Company's obligations to any Holder upon receipt of a Conversion Notice (as defined in the Debenture) or is otherwise unable or unwilling to issue such Common Shares (including without limitation by reason of the limit described in Section 10 below) in accordance with the terms of the Debenture for any reason after receipt of a Conversion Notice, then: (A) The Company shall pay in cash to each Holder a default payment at the Default Payment Rate on the Debenture Amount for the Debentures held by such Holder for each 30-day period (or portion thereof) that the Company fails or refuses to issue Common Shares in accordance with the Debenture termsterms which such 3% default payment shall not exceed, in the aggregate, 18% of the Debenture in any 365-day period; and (B) At any time five days after the commencement of the running of the first 30-day period described above in clause (A) of this paragraph (iv), at the request of any Holder pursuant to a redemption notice, the Company promptly (1) shall purchase from such Holder, at a purchase price equal to the Premium Redemption Price, the Debenture Amount of Debentures equal to such Holder's pro rata share of the "Deficiency", " (as such terms are term is defined below), if the failure to issue Common Shares results from the lack of a sufficient number thereof and (2) shall purchase all (or such portion as such Holder may elect) of such Holder's Debentures at such Premium Redemption Price if the failure to issue Common Shares results from any other cause. The "Deficiency" shall be equal to the Debenture Amount of Debentures that would not be able to be converted for Common Shares, due to an insufficient number of Common Shares available, if all the outstanding Debentures were submitted for conversion at the Conversion Price set forth in the Debentures as of the date such Deficiency is determined. Any request by a Holder pursuant to this paragraph (iv)(B) shall be revocable by that Holder at any time prior to its receipt of the Premium Redemption Price.by