Common use of CONVERSION OF THIS DEBENTURE Clause in Contracts

CONVERSION OF THIS DEBENTURE. (a) Conversion at the Option of the Payees. From and after the 10th day following the date of mailing of the notice to the Company's stockholders pursuant to NASD Rule 4350(i)(2), subject to and in compliance with the applicable provisions of this Section 4, each Payee shall have the right, at such Payee's option, at any time and from time to time, to convert all or any portion of this Debenture, plus any accrued and unpaid interest thereon up to the conversion date (the "Conversion Amount"), into that number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (1) the sum of (x) the product of (A) the Conversion Amount (excluding any accrued and unpaid interest thereon) and (B) 103% plus (y) any accrued and unpaid interest thereon calculated on any conversion date, by (2) the Conversion Price, as last adjusted and then in effect. The "Conversion Price" shall initially equal $.3183. The Conversion Price shall be subject to adjustment from time to time as set forth in paragraph (c) below. The Payors shall give the Payees not less than 30 Business Days prior notice of a Sale of the Company, including the price and material terms and conditions thereof, in order to provide the Payees reasonable opportunity to consider whether to convert the New Debentures into Common Stock at or prior to such Sale of the Company. If the price or material terms or conditions of such transaction thereafter change, the Payors shall promptly deliver written notice to the Payees specifying such changes. Upon conversion, the Company will issue cash in lieu of fractional shares of Common Stock.

CONVERSION OF THIS DEBENTURE. (ak) Conversion at the Option of the Payees. From and after the 10th day following the date of mailing of the notice to the Company's stockholders pursuant to NASD Rule 4350(i)(2), subject to and in compliance with the applicable provisions of this Section 4, each Payee shall have the right, at such Payee's option, at any time and from time to time, to convert all or any portion of this Debenture, plus any accrued and unpaid interest thereon up to the conversion date (the "Conversion Amount"), into that number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (1) the sum of (x) the product of (A) the Conversion Amount (excluding any accrued and unpaid interest thereon) and (B) 103% plus (y) any accrued and unpaid interest thereon calculated on any conversion date, by (2) the Conversion Price, as last adjusted and then in effect. The "Conversion Price" shall initially equal $.3183. The Conversion Price shall be subject to adjustment from time to time as set forth in paragraph (cm) below. The Payors shall give the Payees not less than 30 Business Days prior notice of a Sale of the Company, including the price and material terms and conditions thereof, in order to provide the Payees reasonable opportunity to consider whether to convert the New Debentures into Common Stock at or prior to such Sale of the Company. If the price or material terms or conditions of such transaction thereafter change, the Payors shall promptly deliver written notice to the Payees specifying such changes. Upon conversion, the Company will issue cash in lieu of fractional shares of Common Stock.

CONVERSION OF THIS DEBENTURE. (a) Conversion at the Option of the PayeesCONVERSION AT THE OPTION OF THE PAYEES. From and after the 10th day following the date of mailing of the notice to the Company's stockholders pursuant to NASD Rule 4350(i)(2), subject to and in compliance with the applicable provisions of this Section 4, each Payee shall have the right, at such Payee's option, at any time and from time to time, to convert all or any portion of this Debenture, plus any accrued and unpaid interest thereon up to the conversion date (the "Conversion Amount"), into that number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (1) the sum of (x) the product of (A) the Conversion Amount (excluding any accrued and unpaid interest thereon) and (B) 103% plus (y) any accrued and unpaid interest thereon calculated on any conversion date, by (2) the Conversion Price, as last adjusted and then in effect. The "Conversion Price" shall initially equal $.3183. The Conversion Price shall be subject to adjustment from time to time as set forth in paragraph (c) belowabove. The Payors shall give the Payees not less than 30 Business Days prior notice of a Sale of the Company, including the price and material terms and conditions thereof, in order to provide the Payees reasonable opportunity to consider whether to convert the New Debentures into Common Stock at or prior to such Sale of the Company. If the price or material terms or conditions of such transaction thereafter change, the Payors shall promptly deliver written notice to the Payees specifying such changes. Upon conversion, the Company will issue cash in lieu of fractional shares of Common Stock.

CONVERSION OF THIS DEBENTURE. (a) Conversion at the Option of the PayeesCONVERSION AT THE OPTION OF THE PAYEES. From and after the 10th day following the date of mailing of the notice to the Company's stockholders pursuant to NASD Rule 4350(i)(2), subject to and in compliance with the applicable provisions of this Section 4, each Payee shall have the right, at such Payee's option, at any time and from time to time, to convert all or any portion of this Debenture, plus any accrued and unpaid interest thereon up to the conversion date (the "Conversion Amount"), into that number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (1) the sum of (x) the product of (A) the Conversion Amount (excluding any accrued and unpaid interest thereon) and (B) 103% plus (y) any accrued and unpaid interest thereon calculated on any conversion date, by (2) the Conversion Price, as last adjusted and then in effect. The "Conversion Price" shall initially equal $.3183. The Conversion Price shall be subject to adjustment from time to time as set forth in paragraph (c) below. The Payors shall give the Payees not less than 30 Business Days prior notice of a Sale of the Company, including the price and material terms and conditions thereof, in order to provide the Payees reasonable opportunity to consider whether to convert the New Debentures into Common Stock at or prior to such Sale of the Company. If the price or material terms or conditions of such transaction thereafter change, the Payors shall promptly deliver written notice to the Payees specifying such changes. Upon conversion, the Company will issue cash in lieu of fractional shares of Common Stock.