Conversion of Convertible Note. Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.
1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.
Conversion of Convertible Note. The Holder shall have the right, at its option, at any time from and after the earlier to occur of (x) September 1, 1999, or (y) the date the Registration Statement has been declared effective by the Securities and Exchange Commission, to convert the principal amount of this Convertible Note, or any portion of such principal amount, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.
1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., New York Time. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2); the term "Conversion Price" means 75% of the Market Price; the term "Default Conversion Price" means 35% of the Market Price; and the term "Market Price" means the closing bid price of a share of Common Stock as reported by the National Association of Securities Dealers Electronic Bulletin Board ("OTC Bulletin Board") for the trading day immediately preceding the date of receipt by the Company of Notice of Conversion. If on any Conversion Date the Common Stock is not listed or traded on the OTC Bulletin Board, the Market Price shall be determined by reference to the Nasdaq Stock Market or the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, L.P., or the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the closing bid price cannot be calculated for such security on such date on any of the foregoing bases, the closing bid price of such security on such date shall be the fair market value as mutually determined by the Company and the Holders of a majority in interest of Convertible Notes bei...
Conversion of Convertible Note. Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of issuance of this Convertible Note, to convert up to $500,000 the principal amount of this Convertible Note, or any portion of such principal amount, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.
1. The Holder shall have the right to convert the remaining $500,000 principal amount of this Convertible Note at any time following the 90th day following the date of issuance of this Convertible Note. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.
Conversion of Convertible Note. The Holder shall have the right, at its option, at any time from and after any Event of Default, as defined in the Agreement, to convert the principal amount of this Convertible Note, or any portion of such principal amount into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.
1. The number of shares of Common Stock to be issued upon each conversion of this Convertible note shall be determined by dividing the Conversion Amount (as defined below) by the conversion Price on the date a Notice of Conversion is delivered to the Company by the Holder by facsimile or other reasonable means of communication dispatched prior to 5"00p.m., New York Time. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default interest, if any, on the interest referred to in the immediately preceding clause (2); the term "Conversion Price" means $.01.
Conversion of Convertible Note. Subject to the provisions of Article III of the Note, the following provisions shall apply:
Conversion of Convertible Note. The Holder shall have the right, at its option, at any time, and from time to time, after (i) the occurrence of an Event of Default or (ii) February 28, 1998, whichever shall occur earlier, to convert the principal amount of this Convertible Note, or any portion of such principal amount that is $1,000 or an integral multiple thereof, into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the aggregate principal amount of this Convertible Note or portion thereof subject to conversion by the applicable Conversion Price. The Holder is not entitled to any rights of a holder of Common Stock until such holder has converted its Convertible Note to Common Stock and only to the extent such Convertible Note is deemed to have been converted to Common Stock under Section 4.2 below. Notwithstanding the foregoing, the conversion rights of the Holder set forth herein shall be limited to the extent set forth in the Agreement.
Conversion of Convertible Note. 17 9.1 Mechanics of Conversion...................................................................... 17 9.2 Maximum Conversion........................................................................... 18
Conversion of Convertible Note. 9.1.1 The Company understands that upon a Conversion (as defined in the Convertible Note) a delay in the delivery of the Note Shares in the form required pursuant to the Convertible Note beyond the "DELIVERY DATE" (as defined in the Convertible Note) could result in economic loss to the Purchaser. In the event that the Note Shares are not delivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of such Note Shares in the amount equal to the greater of (i) $500 per business day after the Delivery Date or (ii) the Purchaser's actual damages from such delayed delivery. Notwithstanding the foregoing, the Company shall not be liable to pay the Purchaser any late payments if the delay in the delivery of the Note Shares beyond the Delivery Date is solely out of the control of the Company and the Company is actively trying to cure the cause of the delay. The Company shall pay any payments required to be paid under this Section 9.1 in immediately available funds upon demand and, in the case of actual damages by the Purchaser, upon receipt by the Company of reasonable documentation of the amount of such damages, containing the number of shares of Common Stock the Purchaser is forced to purchase (in an open market transaction) that the Purchaser anticipated receiving upon such Conversion. Such damages owed by the Purchaser to the Company shall be calculated as the amount by which (A) the Purchaser's total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Convertible Note, for which such Conversion Notice was not timely honored.
9.1.2 Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Purchaser and any remainder refunded to the Company.
Conversion of Convertible Note. 17 8.1 Mechanics of Conversion............................................17
Conversion of Convertible Note. (a) MGM shall have the right, at its option, during the Conversion Period, to deliver a Notice of Conversion pursuant to which it elects to convert the entire, and not any portion less than the entire outstanding principal amount of the Convertible Note into Conversion Interests, upon delivery to the Company of the Notice of Conversion. Should the Notice of Conversion be delivered to the Company prior to the Maturity Date, the Maturity Date shall be extended if and
