Conversion of Debenture. This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth in this Section 4.
Conversion of Debenture. (a) Upon the conversion of this Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
Conversion of Debenture. SECTION 3.1
Conversion of Debenture. This Debenture shall be convertible into Ordinary Shares, on the terms and conditions set forth in this Section (3).
Conversion of Debenture. Subject to the provisions of the Indenture, the Holder of this Debenture is entitled, at his option, at any time prior to maturity, to convert each $1,000 principal amount of this Debenture into 56 shares of Common Stock of the Company (a conversion price of $17.85714 principal amount of Debentures for each share of such Common Stock), as said shares shall be constituted at the date of conversion, except that, in case this Debenture or any portion thereof shall be called for redemption, such conversion right shall terminate with respect to this Debenture or portion thereof, as the case may be, so called for redemption at the close of business on the third (3rd) business day next preceding the date fixed for redemption as provided in the Indenture, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Debenture to the Debenture Registrar accompanied by written notice of election to convert, and (if new Debentures for the unconverted portion of any Debenture shall be registered in a name other than that of the Holder) by instruments of transfer, in form satisfactory to the Debenture Registrar, duly executed by the registered Holder or by his duly authorized attorney. Such surrender shall, if made during the period from the close of business on the record date preceding an Interest Payment Date to the opening of business on such Interest Payment Date (unless this Debenture or the portion being converted shall have been called for redemption), also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Debenture then being converted. Subject to the foregoing, no adjustment is to be made on conversion for interest accrued hereon (unless this Debenture or the portion thereof being converted shall have been called for redemption) or for dividends on Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture.
Conversion of Debenture. A. At any time prior to 5:00 p.m. California time on June 20, 1997 (the "Conversion Termination Date"), the Principal Amount may be converted at the option of the Payee (the "Optional Conversion") into 333,333 shares of Common Stock (the "Optional Conversion Securities'), reflecting a conversion price of $3.00 per share.
Conversion of Debenture. This Debenture is convertible, at the option of the Holder, into shares of the Company's Common Stock on the following basis:
Conversion of Debenture. This Debenture shall be convertible into ADSs, on the terms and conditions set forth in this Section (3).
Conversion of Debenture. The Holder of the Debenture may, at its option, at any time and from time to time, convert such Debenture, or any part thereof, into Conversion Stock upon the terms and conditions set forth in the Form of Debenture.
Conversion of Debenture. The third paragraph of Section 1 of the CDA is deleted and the following inserted in substitution therefor: The Debenture is convertible in whole at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis, as further explained in Section 10.2 of the CDA. In addition, as further explained in paragraph 3(b) of the Debenture, the Debenture is convertible in part at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting a proportionate percentage of thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis in the ratio that the amount of the Debenture being converted bears to the total amount of the Debenture acquired by the Purchaser. Subject to the following sentence, under no circumstances shall paragraph 3(b) of the Debenture be read to entitle the Purchaser to shares of Common Stock of the Company constituting less than 30% of all classes of the Common Stock of the Company on a fully diluted basis upon conversion in full of the Debenture. Notwithstanding the provisions of the third paragraph of the Debenture and Section 3 of the Debenture, and subject to the following paragraph, this Debenture is convertible at any time prior to payment at the option of the Holder into fully paid and nonassessable shares of Common Stock of the Company equal to thirty percent (30%) of the Company’s outstanding Common Stock on a fully-diluted basis, including the exercise of all convertible debt securities that are currently outstanding and/or that are issued in lieu of payment of principal and/or interest payments or penalties upon notes and obligations of the Company; provided, however, that Common Stock issued or issuable upon conversion of the Bridge Notes, or Common Stock issuable upon the conversion of up to $6,350,000 aggregate principal amount of the Company’s 12% Convertible Bridge Notes (“Bridge Notes”) and upon exercise of warrants to purchase up to 1,270,000 shares of Common Stock (“Bridge Warrants”) shall be excluded from the determination of the Company’s outstanding Common Stock on a fully diluted basis. In addition, and subject to the following paragraph, this Debenture is convertible in part at any time prior to its payment at the option of Holder ...
