Common use of Conversion of Convertible Notes Clause in Contracts

Conversion of Convertible Notes. (a) Subject to the further provisions of this Article IV and paragraph 8 of the Global Security, a Holder of a Convertible Note may convert the principal amount of such Convertible Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Shares on any Business Day, if the average of the Closing Prices of the Common Shares for the immediately preceding 30 consecutive Trading Day period is more than 110% of the average of the Conversion Prices of our Common Shares during such 30-Trading Day period (the “Closing Price Condition”), subject to the exceptions provided below; provided, however, that if such Convertible Note is called for redemption or submitted or presented for purchase pursuant to Article III such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Convertible Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall not apply following the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The number of Common Shares deliverable upon conversion of a Convertible Note is determined by dividing (x) the principal amount of the Convertible Notes, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. The initial Conversion Price and the Conversion Rate shall be that set forth in paragraph 8 of the Global Security. Holders will not receive any cash payment representing accrued and unpaid interest upon conversion of a Convertible Note. Accrued and unpaid interest on the Convertible Note shall be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest, if any. A Holder of Convertible Notes is not entitled to any rights of a holder of Common Shares until such Holder has converted its Convertible Note to Common Shares, and only to the extent such Convertible Note are deemed to have been converted into Common Shares pursuant to this Article IV. (b) Even if the Closing Price Condition is not satisfied, (i) if during any five consecutive Trading Day period, the average of the Sale Prices for the Convertible Notes for that five consecutive Trading Day period was less than 94% of the average of the Conversion Values for the Convertible Notes during that period, a Holder may surrender Convertible Notes for conversion at any time during the following five Business Days; provided, however, that if on any Conversion Date on which a Convertible Note is surrendered for conversion based on the condition described in this paragraph that is on or after May 15, 2019, the Closing Price on the Trading Day before the Conversion Date is greater than 100% of the then applicable Conversion Price and less than 110% of the then applicable Conversion Price, then Holders surrendering Convertible Notes for conversion will receive, at the option of the Company, in lieu of Common Shares based on the then applicable Conversion Rate, cash or Common Shares with a value equal to the principal amount of the Convertible Notes being converted (a “Principal Value Conversion”). Common Shares delivered upon a Principal Value Conversion will be valued at the Closing Price on the Conversion Date. The Company shall deliver Common Shares upon a Principal Value Conversion no later than the third business day following the determination of the Closing Price; The Conversion Agent will determine the Sale Price of the Convertible Notes pursuant to this Section 4.1(b)(i) only after being instructed to do so by the Company. The Company has no obligation to so instruct the Conversion Agent unless a Holder provides the Company with reasonable evidence that the provisions of this Section 4.1(b)(i) have been satisfied. If such reasonable evidence is so presented, the Company shall instruct the Conversion Agent to determine the Sale Prices for the applicable period; provided that the Conversion Agent shall be under no duty or obligation to make the calculations described in Section 4(b)(i) hereof or to determine whether the Convertible Notes are convertible pursuant to such Section. For the avoidance of doubt, the Company shall make the calculations described in Section 4.1(b)(i) using the Sale Price provided by the Conversion Agent. (ii) a Holder may surrender for conversion a Convertible Note that has been called for redemption pursuant to Section 3.1 at any time prior to close of business on the Business Day prior to the Redemption Date; (iii) in the event that the Company declares: (A) a dividend or distribution of any rights or warrants to all holders of Common Shares entitling them to subscribe for or purchase, for a period expiring within 60 days, Common Shares at a price less than the Current Market Price on the Trading Day immediately preceding the Record Date for such dividend or distribution, or (B) a dividend or distribution of cash, debt securities (or other evidences of indebtedness), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.2(a) or Section 4.2(b) below), where the fair market value of such dividend or distribution has a per share value exceeding 10% of the Current Market Price as of the Trading Day immediately preceding the declaration date for such dividend or distribution, then the Convertible Notes may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Date for such dividend or distribution, and Convertible Notes may be surrendered for conversion at any time until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date or the Company’s announcement that such distribution will not take place. No adjustment to the ability of the holders to convert will be made if the holders are entitled to participate in the distribution without conversion; and (iv) in the event that the Company is a party to a consolidation, merger or binding share exchange pursuant to which all or substantially all of the Common Shares would be converted into cash, securities or other property, the Convertible Notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual date of such transaction. The Board of Trustees shall determine the anticipated effect date of the transaction, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company by issuance of a press release and publication on its website or through such other public medium as it may use at that time not later than two Business Days prior to the 15th day before the anticipated effective date.

Conversion of Convertible Notes. (a) Subject to the further provisions of this Article IV and paragraph 8 of the Global Security, a Holder of a Convertible Note may convert the principal amount of such Convertible Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Shares on any Business Day, if the average of the Closing Prices of the Common Shares for the immediately preceding 30 consecutive Trading Day trading day period is more than 110% of the average of the Effective Conversion Prices of our Common Shares during such 30-Trading Day trading day period (the “Closing Price Condition”), ) subject to the exceptions provided below; provided, however, that that, if such Convertible Note is called for redemption or submitted or presented for purchase pursuant to Article III such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Convertible Note or such earlier date as the Holder presents such Convertible Note for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall not apply following the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The number of Common Shares deliverable upon conversion of a Convertible Note is determined by dividing (x) the principal amount Principal Amount of the Convertible Notes, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. The initial Conversion Price and the Conversion Rate shall be that set forth in paragraph 8 of the Global Security. Holders will not receive any cash payment representing accrued and unpaid interest upon conversion of a Convertible Note. Accrued and unpaid interest on the Convertible Note shall be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest, if any. A Holder of Convertible Notes is not entitled to any rights of a holder of Common Shares until such Holder has converted its Convertible Note to Common Shares, and only to the extent such Convertible Note are deemed to have been converted into Common Shares pursuant to this Article IV. (b) Even if the Closing Price Condition is not satisfied, (i) if during any five consecutive Trading Day trading day period, the average of the Sale Prices for the Convertible Notes for that five consecutive Trading Day trading day period was less than 94% of the average of the Conversion Values for the Convertible Notes during that period, a Holder holder may surrender Convertible Notes for conversion at any time during the following five Business Daysbusiness days; provided, however, that if on any Conversion Date on which a Convertible Note is surrendered for conversion based on the condition described in this paragraph that is on or after May 15, 2019, the Closing Price closing price of the Common Shares on the Trading Day trading day before the Conversion Date is greater than 100% of the then applicable Effective Conversion Price and less than 110% of the then applicable Effective Conversion Price, then Holders holders surrendering Convertible Notes for conversion will receive, at the option of the Company, in lieu of Common Shares based on the then applicable Conversion Rate, cash or Common Shares with a value equal to the principal amount of the Convertible Notes being converted (a “Principal Value Conversion”). Common Shares delivered upon a Principal Value Conversion will be valued at the Closing Price on the Conversion Date. The Company shall deliver Common Shares upon a Principal Value Conversion no later than the third business day following the determination of the Closing Priceclosing price; The Conversion Agent will determine the Sale Price of whether the Convertible Notes are convertible pursuant to this Section 4.1(b)(i) only after being instructed to do so by the Company. The Company has no obligation to so instruct the Conversion Agent unless a Holder provides the Company with reasonable evidence that the provisions of this Section 4.1(b)(i) have been satisfied. If such reasonable evidence is so presented, the Company shall instruct the Conversion Agent to determine the Sale Prices and Conversion Values for the applicable period; provided that the Conversion Agent shall be under no duty or obligation to make the calculations described in Section 4(b)(i) hereof or to determine whether the Convertible Notes are convertible pursuant to such Section. For the avoidance of doubt, the Company shall make the calculations described in Section 4.1(b)(i) using the Sale Price provided by the Conversion Agent. (ii) a Holder may surrender for conversion a Convertible Note that has been called for redemption pursuant to Section 3.1 at any time prior to close of business on the Business Day business day prior to the Redemption Date; (iii) in the event that the Company declares: (A) a dividend or distribution of any rights or warrants to all holders of Common Shares entitling them to subscribe for or purchase, for a period expiring within 60 days, Common Shares at a price per share less than the Current Market Price on the Trading Day immediately preceding the Record Date for such dividend or distributionper share, or (B) a dividend or distribution of cash, debt securities Convertible Notes (or other evidences of indebtedness), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.2(a) 4.1 or Section 4.2(b) 4.2 below), where the fair market value of such dividend or distribution distribution, together with all other such dividends and distributions within the preceding twelve months, has a per share value exceeding 10% of the Current Market Price of the Common Shares as of the Trading Day trading day immediately preceding the declaration date for such dividend or distribution, then the Convertible Notes may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Exex-Dividend Date dividend date for such dividend or distribution, distribution and Convertible Notes may be surrendered for conversion at any time until the earlier of the close of business on the Business Day prior to the Exex-Dividend Date dividend date or the Company’s our announcement that such distribution will not take place. No adjustment to the ability of the holders to convert will be made if the holders are entitled to participate in the distribution without conversion; and (iv) in the event that the Company is a party to a consolidation, merger merger, transfer or binding share exchange pursuant to which lease of all or substantially all of its assets or a merger that reclassifies or changes the Common Shares pursuant to which our common stock would be converted into cash, securities Convertible Notes or other propertyassets, the Convertible Notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective date time of the transaction until 15 days after the actual date of such transaction. The Board of Trustees shall determine the anticipated effect date of the transaction, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company by issuance of a press release and publication on its website or through such other public medium as it may use at that time not later than two Business Days prior to the 15th day before the anticipated effective date.

Conversion of Convertible Notes. (a) Subject to the further provisions of this Article IV and paragraph 8 of the Global SecurityThe outstanding principal of, a Holder of a Convertible Note may convert the principal amount of such Convertible Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Shares on any Business Day, if the average of the Closing Prices of the Common Shares for the immediately preceding 30 consecutive Trading Day period is more than 110% of the average of the Conversion Prices of our Common Shares during such 30-Trading Day period (the “Closing Price Condition”), subject to the exceptions provided below; provided, however, that if such Convertible Note is called for redemption or submitted or presented for purchase pursuant to Article III such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Convertible Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall not apply following the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The number of Common Shares deliverable upon conversion of a Convertible Note is determined by dividing (x) the principal amount of the Convertible Notes, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. The initial Conversion Price and the Conversion Rate shall be that set forth in paragraph 8 of the Global Security. Holders will not receive any cash payment representing accrued and unpaid interest upon conversion of a Convertible Note. Accrued and unpaid interest on the on, each Convertible Note shall be deemed paid in full rather than canceled, extinguished subject to automatic conversion pursuant to Section 2.3(b) or forfeited. The Company will not adjust conversion at the Conversion Rate election of the Noteholder pursuant to account for accrued interest, if any. A Holder Section 2.3(c) into that number of Convertible Notes is not entitled to any rights of a holder shares of Common Shares until such Holder has Stock as equals the amount being converted its Convertible Note divided by $0.65, subject to Common Shares, and only to the extent such Convertible Note are deemed to have been converted into Common Shares adjustment pursuant to this Article IVSection 2.3(d) (as adjusted, the "Conversion Price"). (b) Even if the Closing Price Condition is not satisfied, (i) if during any five consecutive Trading Day period, the average of the Sale Prices for the Convertible Notes for that five consecutive Trading Day period was less than 94% of the average of the Conversion Values for the Convertible Notes during that period, a Holder may surrender Convertible Notes for conversion at any time during the If following five Business Days; provided, however, that if on any Conversion Date on which a Convertible Note is surrendered for conversion based on the condition described in this paragraph that is on or after May 15, 2019, the Closing Price on the Trading Day before the Conversion Date is greater than 100% of the then applicable Conversion Price and less than 110% of the then applicable Conversion Price, then Holders surrendering Convertible Notes for conversion will receive, at the option of the Company, in lieu of Common Shares based on the then applicable Conversion Rate, cash or Common Shares with a value equal to the principal amount sale of the Convertible Notes being converted (a “Principal Value Conversion”). Common Shares delivered upon a Principal Value Conversion will be valued at and during the Closing Price on the Conversion Date. The Company shall deliver Common Shares upon a Principal Value Conversion no later than the third business day following the determination of the Closing Price; The Conversion Agent will determine the Sale Price of the Convertible Notes pursuant to this Section 4.1(b)(i) only after being instructed to do so by the Company. The Company has no obligation to so instruct the Conversion Agent unless a Holder provides Term the Company raises additional capital in one or more securities issuances (whether private or public) with reasonable evidence that the provisions of this Section 4.1(b)(i) have been satisfied. If such reasonable evidence is so presented, gross proceeds to the Company shall instruct the Conversion Agent to determine the Sale Prices for the applicable period; provided that the Conversion Agent shall be under no duty or obligation to make the calculations described in Section 4(b)(i) hereof or to determine whether the Convertible Notes are convertible pursuant to such Section. For the avoidance of doubt, the Company shall make the calculations described in Section 4.1(b)(i) using the Sale Price provided by the Conversion Agent. (ii) a Holder may surrender for conversion a Convertible Note that has been called for redemption pursuant to Section 3.1 at any time prior to close of business on the Business Day prior to the Redemption Date; (iii) least $5,000,000 in the event that aggregate for all such issuances, whether such securities issuances take the Company declares: form of stock offerings, and whether preferred or common stock, or debt (A) a dividend whether or distribution of any rights or warrants to all holders of Common Shares entitling them to subscribe for or purchase, for a period expiring within 60 days, Common Shares at a price less than the Current Market Price on the Trading Day immediately preceding the Record Date for such dividend or distribution, or (B) a dividend or distribution of cash, debt securities (or other evidences of indebtednessnot convertible into stock), or other assets (excluding dividends or distributions for which Conversion Rate adjustment is required to be made under Section 4.2(a) or Section 4.2(b) below), where the fair market value a combination of such dividend or distribution has a per share value exceeding 10% any of the Current Market Price as of the Trading Day immediately preceding the declaration date for such dividend or distributionforegoing, then the Convertible Notes may shall automatically be converted into Common Stock at the Conversion Price applicable on the date of notice by the Company to the Noteholders that such automatic conversion event has occurred. In the event of such an automatic conversion, the Company shall provide to each Noteholder instructions for the surrender of the Convertible Note for conversion into Common Stock and for designation of Persons to receive Common Stock. The Person(s) to receive the Common Stock shall be a record holder(s) thereof on the date designated by the Company for the automatic conversion if the Convertible Note has been appropriately surrendered for conversion beginning or such later date as it is so surrendered. (c) Any Noteholder may, at any time, convert a portion or the entirety of such Noteholders' outstanding Convertible Notes into Common Stock at the Conversion Price then-applicable. Before any Noteholder shall be entitled to convert a Convertible Note into Common Stock the Noteholder shall surrender the Convertible Note endorsed for transfer to the Company or its designated transfer agent and shall give written notice of the election to convert, including the name or names in which the Common Stock certificates are to be issued. The Company shall as soon as practicable thereafter issue and deliver to such Noteholder or the designated Persons a certificate or certificates for the number of shares of Common Stock into which the Convertible Note or percentage thereof is being converted and, if applicable, a new Convertible Note for the unconverted principal and unpaid interest; however, the conversion shall be deemed to have occurred and the Person(s) designated to receive the Common Stock shall be a record holder(s) thereof on the date of surrender by the Noteholder with appropriate instructions. (d) The Conversion Price shall be adjusted on a full ratchet basis (for so long as either the Company' s then issued and outstanding shares of Series A Preferred Stock comprises at least 10% of the fully diluted equity of the Company gives notice and continues to have a conversion price that adjusts (as it currently does) on a full-ratchet basis or $5,851,799 in principal amount of Senior Debt remains outstanding and continues to have a conversion price that adjusts (as it currently does) on a full-ratchet basis (the "Full-Ratchet Condition")), that is, if the Company issues any Common Stock or securities or debt convertible into or exchangeable for Common Stock or right to acquire such securities or debt at a price per share of Common Stock below the Conversion Price then in effect, then the Conversion Price shall be reduced to the Holders price of such rightthat new issuance. If the Full-Ratchet Condition ceases to be applicable, then the Conversion Price shall be adjusted on a standard weighted average basis pursuant to the terms which shall not govern same provided in Exhibit B attached hereto. The Conversion Price shall also be less than 20 days prior adjusted proportionately for any stock dividends, stock splits, reverse stock splits, consolidations and the like in respect of the Company' s Common Stock. Notwithstanding the foregoing, there shall be no adjustment of the Conversion Price as a result of any of the following: (i) the grant of options, warrants or other rights to purchase shares of Common Stock issued pursuant to a stock option plan approved by the Ex-Dividend Date for such dividend Company' s Board of Directors and the issuance of Common Stock upon exercise thereof, (ii) the issuance of Common Stock upon the conversion or distribution, and exercise of Convertible Notes may be surrendered for and Warrants, (iii) the issuance of Common Stock upon any conversion at any time until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date Series A Preferred Stock or the Company’s announcement that such distribution will not take place. No adjustment to the ability of the holders to convert will be made if the holders are entitled to participate in the distribution without conversion; and Senior Debt, (iv) the issuance of Common Stock upon any exercise of those outstanding derivative securities set forth on Schedule 2.3(d), to include Series A warrants, Senior Debt warrants, and any other outstanding warrant whose exercise price adjusts along with the Series A preferred or March 2007 notes, (v) the issuance of securities in connection with a business acquisition of or by the event that the Company is a party to a Company, whether by merger, consolidation, merger sale of assets, sale or binding share exchange of stock or otherwise, or in connection with any other strategic transaction, or any financing or leasing transaction or a consulting relationship, and (vi) securities offered pursuant to which all any employee benefit plan or substantially all of employment contract approved by the Common Shares would be converted into cash, securities or other property, the Convertible Notes may be surrendered for conversion at any time from or after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual date of such transaction. The Board of Trustees shall determine the anticipated effect date of the transaction, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company by issuance of a press release and publication on its website or through such other public medium as it may use at that time not later than two Business Days prior to the 15th day before the anticipated effective dateDirectors.