Common use of Conversion of Preferred Shares Clause in Contracts

Conversion of Preferred Shares. (a) Upon the conversion of Preferred Shares, 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 a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock 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 the certificates representing such shares shall contain no legend other than the legend set forth in Section 3(e). (b) The Subscriber will give notice of its decision to exercise its Preferred Shares or part thereof by telecopying or otherwise delivering a completed notice of conversion to the Company via confirmed telecopier transmission or otherwise pursuant to Section 11(a) of this Agreement. 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 the Preferred Shares to Subscriber via express courier for receipt by Subscriber within five (5) business days after the conversion date (such fifth day being the "Delivery Date"). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A certificate representing the balance of the Preferred Shares not so converted will be provided by the Company to Subscriber, provided Subscriber delivers the original Preferred Shares certificate to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 5.1 hereof later than the Delivery Date could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber the amount of $100 per business day after the Delivery Date for each 1,000 Preferred Shares (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant notice of conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

Conversion of Preferred Shares. The Buyer shall have the right to convert the Preferred Shares sold hereunder by delivering via facsimile an executed and completed Notice of Conversion (aas defined in the Articles of Amendment) Upon the conversion of Preferred Shares, to the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion within two (2) business days thereafter the original Notice of counsel, Conversion and the certificate representing the Preferred Shares being converted by express courier to assure that the Company's transfer agent . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall issue stock be deemed a "Conversion Date." The Company will transmit a certificate or certificates in (collectively the name of a Subscriber (or its permitted nominee"Certificate") or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon conversion of any Preferred Shares converted pursuant to such conversion. The Company warrants that no instructions other than these instructions have been or will be given Notice of Conversion (along with a replacement certificate representing the number of Preferred Shares not so converted) to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 3(e). (b) The Subscriber will give notice of its decision to exercise its Preferred Shares or part thereof by telecopying or otherwise delivering a completed notice of conversion to the Company via confirmed telecopier transmission or otherwise pursuant to Section 11(a) of this Agreement. 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 the Preferred Shares to Subscriber Buyer via express courier for receipt by Subscriber courier, within five three (53) business days after the conversion date relevant Conversion Date (such fifth day being the "Delivery Date"). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A certificate representing the balance of the Preferred Shares not so converted will be provided by the Company to Subscriber, provided Subscriber delivers the original Preferred Shares certificate to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 5.1 hereof later than the Delivery Date could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber the amount of $100 per third business day after the Delivery relevant Conversion Date for each 1,000 shall be referred to hereinafter as the "Deadline"). With the mutual agreement of the Company and the Buyer, the Company or a third party may (until and unless the Buyer in a particular instance requests otherwise) hold the Preferred Shares (and proportionately for other amounts) being converted in trust, such that, to effect a conversion of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery DatePreferred Shares, the Subscriber will be entitled to revoke all or part of the relevant notice of conversion by delivery of a notice to such effect Buyer shall deliver to the Company whereupon via courier only the original Notice of Conversion as described in this Section and the Company and Subscriber the Buyer shall each be restored to their respective positions immediately prior keep a record of the number of Preferred Shares so converted. If either the Company or a third party holds the certificates representing the Preferred Shares in trust as described in the preceding sentence, the Company will deliver the Certificates directly to the delivery of such notice, except that Buyer via express courier on or before the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the CompanyDeadline.

Conversion of Preferred Shares. 7.1 Holders of Preferred Shares may at any time and from time to time at their election convert any or all outstanding Preferred Shares they hold upon the following basis: 7.1.1 each Class A Preferred Share and each Class B1 Preferred Share is convertible into a number of Class A Non-Voting Shares determined by dividing (a) Upon the conversion sum of the Liquidation Amount for one Class A Preferred Share or Class B1 Preferred Share, as the case may be, together with any declared and unpaid Fixed Dividend thereon, by (b) the fair market value of a Class A Non-Voting Share at the time of conversion; 7.1.2 each Class B2 Preferred Share is convertible into a number of Class B Subordinate Voting Shares determined by dividing (a) the sum of the Liquidation Amount for one Class B2 Preferred Share, together with any declared and unpaid Fixed Dividend thereon, by (b) the fair market value of a Class B Subordinate Voting Share at the time of conversion. 7.2 To effect the conversion, a holder of Preferred Shares must deliver at an office of the Transfer Agent (i) a written notice to convert Preferred Shares, 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 a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing specifying the number of shares of Common Stock issuable upon such conversionto be converted, and (ii) the certificate or certificates representing those shares. The Company warrants that no instructions other than these instructions have been or notice of conversion, once delivered to the Transfer Agent, will be given to irrevocable. As promptly as practicable after receipt by the transfer agent Transfer Agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 3(e). (b) The Subscriber will give notice of its decision to exercise its Preferred Shares or part thereof by telecopying or otherwise delivering a completed notice of conversion and the certificate or certificates, the Transfer Agent will, on behalf of the Corporation, issue and deliver to the Company via confirmed telecopier transmission holder a certificate or otherwise pursuant to Section 11(a) certificates for the number of this Agreement. The Company will itself Class A Non-Voting Shares or cause Class B Subordinate Voting Shares, as the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares case may be, issuable upon the conversion. In the event of a conversion of only part of the Preferred Shares to Subscriber via express courier for receipt represented by Subscriber within five (5) business days after a certificate, the conversion date (such fifth day being the "Delivery Date"). In the event the Conversion Shares are electronically transferableTransfer Agent will also issue, then delivery on behalf of the Shares must be made by electronic transfer provided request Corporation, to the holder a certificate or certificates for such electronic transfer has been made by the Subscriber. A certificate representing the balance number of the Preferred Shares not being so converted converted. A conversion will be provided by the Company deemed to Subscriber, provided Subscriber delivers the original Preferred Shares certificate to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 5.1 hereof later than the Delivery Date could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber the amount of $100 per business day after the Delivery Date for each 1,000 Preferred Shares (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant notice of conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions have been consummated immediately prior to the delivery close of such notice, except that the damages payable in connection with the Company’s default shall be payable through business on the date the Transfer Agent receives the notice of revocation conversion, or rescission if the date of the Transfer Agent's receipt is given to not a Business Day, then the Companynext Business Day.

Conversion of Preferred Shares. The Buyer shall have the right to ------------------------------ convert the Preferred Shares sold hereunder by delivering via facsimile an executed and completed Notice of Conversion (aas defined in the Articles of Amendment) Upon the conversion of Preferred Shares, to the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion within two (2) business days thereafter the original Notice of counsel, Conversion and the certificate representing the Preferred Shares being converted by express courier to assure that the Company's transfer agent . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall issue stock be deemed a "Conversion Date," unless the original Notice of Conversion is received more than two (2) business days after the facsimile Notice of Conversion, in which case the Conversion Date shall be the date on which such original Notice of Conversion is delivered to the Company. The Company will transmit a certificate or certificates in (collectively the name of a Subscriber (or its permitted nominee"Certificate") or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon conversion of any Preferred Shares converted pursuant to such conversion. The Company warrants that no instructions other than these instructions have been or will be given Notice of Conversion (along with a replacement certificate representing the number of Preferred Shares not so converted) to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 3(e). (b) The Subscriber will give notice of its decision to exercise its Preferred Shares or part thereof by telecopying or otherwise delivering a completed notice of conversion to the Company via confirmed telecopier transmission or otherwise pursuant to Section 11(a) of this Agreement. 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 the Preferred Shares to Subscriber Buyer via express courier for receipt by Subscriber courier, within five three (53) business days after the conversion date relevant Conversion Date (such fifth day being the "Delivery Date"). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A certificate representing the balance of the Preferred Shares not so converted will be provided by the Company to Subscriber, provided Subscriber delivers the original Preferred Shares certificate to the Company. (c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 5.1 hereof later than the Delivery Date could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber the amount of $100 per third business day after the Delivery relevant Conversion Date for each 1,000 shall be referred to hereinafter as the "Deadline"). With the mutual agreement of the Company and the Buyer, the Company or a third party may (until and unless the Buyer in a particular instance requests otherwise) hold the Preferred Shares (and proportionately for other amounts) being converted in trust, such that, to effect a conversion of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within seven (7) business days after the Delivery DatePreferred Shares, the Subscriber will be entitled to revoke all or part of the relevant notice of conversion by delivery of a notice to such effect Buyer shall deliver to the Company whereupon via facsimile and express courier only the original Notice of Conversion as described in this Section and the Company and Subscriber the Buyer shall each be restored to their respective positions immediately prior keep a record of the number of Preferred Shares so converted. If either the Company or a third party holds the certificates representing the Preferred Shares in trust as described in the preceding sentence, the Company will deliver the Certificates directly to the delivery of such notice, except that Buyer via express courier on or before the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the CompanyDeadline.