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.
(b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 of this Debenture. The Holder will not be required to surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested...
Conversion of Debenture. (a) From time to time, until all unpaid principal and accrued and unpaid interest under this Debenture is paid, the holder of this Debenture shall have the right to convert (i) at any time from and after one hundred twenty (120) days after the original issuance hereof, up to one-third of the principal amount of this Debenture, (ii) at any time from and after one hundred eighty (180) days after the original issuance hereof, up to an aggregate of two-thirds of the principal amount of this Debenture, and (iii) at any time from and after two hundred forty (240) days after the original issuance hereof, all of the principal amount of this Debenture, in whole or in part, into an amount of duly authorized, fully-paid and non-assessable shares of Common Stock determined by dividing such principal amount to be so converted by the Conversion Price (as hereinafter defined), and upon the terms and subject to the conditions hereinafter specified in this Section 2. Any unpaid principal amount of this Debenture outstanding on the Due Date, together with any accrued and unpaid interest thereon, shall automatically convert to Common Stock at the Conversion Price (defined below).
(b) In order to convert this Debenture into shares of Common Stock, the holder shall: (i) fax a copy of the fully executed notice of conversion in the form attached hereto ("Notice of Conversion") to the Company at the office of the Company or its designated transfer agent, if any, for the Debentures, which notice shall specify the amount of the Debenture to be converted, the applicable Conversion Price, and a calculation of the number of shares of Common Stock issuable upon such conversion (together with a copy of the first page of this Debenture) prior to 5:00 p.m., Mountain time (the "Conversion Notice Deadline") on the date of conversion specified on the Notice of Conversion; and (ii) surrender the original Debenture being converted, along with a copy of the Notice of Conversion as soon as practicable thereafter to the office of the Company or the transfer agent, if any, for the Debentures; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the Debenture is delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such original Debenture has been lost, stolen or destroyed. In the case of a dispute as to the calculati...
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. 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. 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 $5,000 principal amount of each authorized $5,000 denomination of this Debenture (in increments of $5,000 or whole multiples thereof) into 320.5128 shares of Common Stock of the Company (a Conversion Price of $15.60 principal amount of Debentures for each share of such Common Stock), or at the adjusted Conversion Price in effect at the date of conversion determined as provided in the Indenture, as said shares of Common Stock of the Company 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. Subject to the foregoing, conversion may be effected 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. The Holder of the Debenture may, at its option, at any dxxx 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 Notice of Conversion previously delivered to Netgateway by King William is hereby rescixxxx xxd retracted. King William further agrees xxxx xx will not issued any future conversion notice to Netgateway unless either the Market Price of the Common Stock has been in excess of $3.00 per share for at least 20 consecutive trading days (for example in connection with a transaction that will result in a sale of Common Stock by King William pursuant to Rulx 000 xn which case the resulting reduced principal balance shall be deemed allocated so as to reduce each remaining principal payment on the Debenture under Section 1 of this Agreement equally) or Netgateway shall have failed to make any of the Required Principal Payments when due and such payment shall remain unpaid after five days written notice from King William (a "Special Defxxxx"). Any such conversion shall be at a Conversion Rate (as defined in the Debenture) equal to the lesser of 80% of the Current Market Price (as defined in the Debenture) and $1.79 and in connection with any such conversion the portion of the principal amount of the Debenture which is being converted which is attributable to the 15% premium added pursuant Section 1 of this Agreement shall be ignored and shall not be converted but instead shall constitute a permanent deduction from and reduction to the principal amount of the Debenture. The foregoing limitations on conversion are in addition to, and not in substitution for, the limitations on conversion set out in the Purchase Agreement and the Debenture.
Conversion of Debenture. The Buyer shall have the right to convert the Debenture sold hereunder into Conversion Units by delivering via facsimile an executed and completed Notice of Conversion (as defined in the Debenture) to the Company and delivering within two (2) business days thereafter the original Notice of Conversion and (once it has been fully converted) the original Debenture being converted by express courier to the Company. Each date on which a Notice of Conversion is faxed to the Company in accordance with the provisions hereof shall be deemed a. "Conversion Date". The Company will transmit the certificates representing the shares of Common Stock and Warrants issuable upon conversion of the Debenture (along with a replacement Debenture representing the amount of principal of said Debenture not so converted, if applicable) to the Buyer via express courier, within three (3) business days after the relevant Conversion Date (with respect to each conversion, the "Deadline").
