Conversion Priority. In the event that the Company receives a Conversion Notice from the Holder and any holders of Options or other Convertible Securities for the same Conversion Date and the Company can effect the conversion and exercise of some, but not all, of such portions of the Note, Options or other Convertible Securities submitted for conversion and exercise, the Company, subject to this Section 3.2(d), shall (i) first effect the conversion of the entire Conversion Amount submitted for conversion on such date by the Holder, and (ii) shall thereafter effect the exercise and conversion from each holder of Options or other Convertible Securities electing to have Options or other Convertible Securities exercised or converted on such date (other than the Note).
Conversion Priority. Before any Conversion Shares are issued pursuant hereto, if the provisions contained in Section 2.1 of the Term Note dated as of May 13, 2004 issued by Company to the Holder, shall require the Holder to make conversions as set forth therein, the Holder shall convert, subject to all of the terms and conditions thereof, such outstanding principal amount and/or accrued interest and fees due and payable in connection with the Term Note (as defined in the Purchase Agreement). Otherwise the Holder may make conversions under this Minimum Borrowing Note, subject to the terms and conditions otherwise contained herein.
