Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 11 contracts
Sources: Convertible Security Agreement (Innovative Payment Solutions, Inc.), Convertible Security Agreement (Innovative Payment Solutions, Inc.), Convertible Security Agreement (Innovative Payment Solutions, Inc.)
Conversion. After At any time after the Original Issue Date (the “Initial Conversion Date”), until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Borrower unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Borrower shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company Borrower may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 9 contracts
Sources: Convertible Security Agreement (Pacific Software, Inc.), Convertible Security Agreement (Pacific Software, Inc.), Convertible Security Agreement (Pacific Software, Inc.)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder Noteholder shall effect conversions by delivering to the Company Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the remaining obligations hereunder with interest accrued thereon to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Noteholder shall not be required to physically surrender the Promissory Note or this Note First Amendment to the Company Borrower unless all of the entire principal amount of this Note, plus all accrued remaining obligations thereunder and unpaid interest thereon, has hereunder have been so convertedconverted and the shares of Conversion Stock have been delivered. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionany remaining Convertible Obligations hereunder. The Holder Noteholder and the Company Borrower shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time date(s) of each conversionsuch conversion(s). The Company Borrower may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Noteholder shall be controlling and determinative in the absence of manifest error. The Holder, Each of the Noteholder and any assignee by acceptance of this Note, acknowledge hereof acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Notehereof, the unpaid and unconverted principal amount of then-outstanding obligations set forth in this Note may be less than the amount stated on the face hereof.
Appears in 6 contracts
Sources: Consulting Agreement (JanOne Inc.), Convertible Security Agreement (JanOne Inc.), Convertible Security Agreement (JanOne Inc.)
Conversion. After a) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 5 contracts
Sources: Convertible Security Agreement (Optimus Healthcare Services, Inc.), Convertible Security Agreement (PhoneBrasil International Inc), Convertible Security Agreement (Madison Technologies Inc.)
Conversion. After Beginning on the six-month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. Upon exercise of the conversion rights set forth herein, the Company shall deliver to the Holder a conversion exercise grid in the form attached hereto as Annex B (the "Conversion Grid") with notations as to the amount of this Note so converted, the Shares so issued and the principal amount still outstanding under this Note. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Conversion Grid shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Live Current Media Inc.), Convertible Note Agreement (Live Current Media Inc.), Securities Agreement (Live Current Media Inc.)
Conversion. After (a) Upon Maturity, the Original Issue Date until unpaid principal amount of this Note is no longer outstanding, this Note plus all accrued interest thereon shall be convertibleconvertible into shares of Common Stock at $0.005 per share (the “Conversion Price”), at the option of the Holder, in whole or in part, at any time, . Shares issued upon conversion shall become free trading stock as promulgated by the rules and from time to time, into Conversion Shares at the option regulations of the HolderU. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 5 contracts
Sources: Convertible Note (National Automation Services Inc), Convertible Note (National Automation Services Inc), Convertible Note (National Automation Services Inc)
Conversion. After the Original Issue Date until Until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the HolderHolder (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and accrued interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 4 contracts
Sources: Convertible Security Agreement (Innovation1 Biotech Inc.), Convertible Security Agreement (Innovation1 Biotech Inc.), Securities Purchase Agreement (Innovation1 Biotech Inc.)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion DateSchedule”)) reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
Appears in 3 contracts
Sources: Securities Agreement (Path 1 Network Technologies Inc), Securities Agreement (Path 1 Network Technologies Inc), Securities Agreement (Path 1 Network Technologies Inc)
Conversion. After The Holder or its assigns shall have the Original Issue Date until this Note is no longer outstandingright, this Note shall be convertible, in whole or in part, at any time, and from time to time, commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the “Conversion Shares Stock”) at the option Conversion Price determined as provided herein. Promptly after delivery to Maker of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, Conversion of Convertible Note in the form of which is attached hereto as Annex A Exhibit 1, properly completed and duly executed by the Holder or its assigns (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted and as shall be determined in accordance herewith. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which such conversion shall be effected Notice of Conversion is given (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date ) shall be deemed to be the date that such on which the Holder faxes or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is deemed delivered hereunderto the Maker. No ink-original Notice Delivery of Conversion shares upon conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, made to the address specified by the Holder shall not be required to physically surrender this Note to or its assigns in the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Sources: Minivest Agreement (KYN Capital Group, Inc.), Securities Purchase Agreement (ABCO Energy, Inc.), Securities Purchase Agreement (Image Protect, Inc.)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (a "CONVERSION DATE"); provided that the date upon which any such date, conversion may be effected may not be less than 5 calendar days following the “Conversion Date”)date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be shall mean $0.50 per share.
3.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a "CONVERSION DATE");
3.6 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Note, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
3.8 If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
Appears in 3 contracts
Sources: Subscription Agreement (Norstra Energy Inc), Subscription Agreement (Global Stevia Corp.), Subscription Agreement (Guru Health Inc)
Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, into fully paid and from time to time, into Conversion Shares non-assessable shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d)). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted,. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule, containing at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amount(s) amounts converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of Notwithstanding anything in this Note may be less than to the amount stated contrary, in the event that the Closing Bid Price on the face hereofdate immediately preceding a contemplated Conversion Date set forth on a Notice of Conversion is below $10.00, this Note shall not be convertible and no Conversion shall be effected for a ninety (90) calendar day period commencing on such date and until a new Notice of Conversion is delivered.
Appears in 3 contracts
Sources: Convertible Security Agreement (Vsee Health, Inc.), Convertible Security Agreement (Vsee Health, Inc.), Convertible Security Agreement (Digital Health Acquisition Corp.)
Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Sources: Convertible Security Agreement (Can B Corp), Convertible Security Agreement (Can B Corp), Convertible Security Agreement (Can B Corp)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this This Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Sources: Convertible Security Agreement (Adhera Therapeutics, Inc.), Convertible Security Agreement (Adhera Therapeutics, Inc.), Convertible Security Agreement (Adhera Therapeutics, Inc.)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Sources: Convertible Security Agreement (Catheter Precision, Inc.), Convertible Security Agreement (Catheter Precision, Inc.), Convertible Security Agreement (QHSLab, Inc.)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) A Holder may not convert Debentures or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with its affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, the Debentures held by such Holder after application of this Section. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph. If the Holder has delivered a Conversion Notice for a principal amount of Debentures that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 4(b) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. In the event of a merger or consolidation of the Company with or into another Person, this paragraph shall not apply with respect to a determination of the number of shares of common stock issuable upon conversion in full of the Debentures if such determination is necessary to establish the Securities or other assets which the holder of Common Stock shall be entitled to receive upon the effectiveness of such merger or consolidation. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(iii) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
(iii) If the Company has not obtained Shareholder Approval, then the Company may not issue, pursuant to the Transaction Documents, in the aggregate, in excess of 19.999% of the number of shares of Common Stock outstanding on the Original Issue Date (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. Within 60 days of the Original Issue Date, the Company shall obtain the vote of shareholders (the "Shareholder Approval") as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the Transaction Documents. If the Company shall have not obtained the Shareholder Approval on or before 60 days from the Original Issue Date, then the Company shall issue to the Holder, upon conversion of this Debenture, a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any interest that shall have been added to the principal amount then held by such Holder) for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall, by the fifth Trading Day following such conversion, pay cash to the converting Holder in an amount equal to the Mandatory Prepayment Amount with respect to such Excess Principal. If the Company fails to pay the Mandatory Prepayment Amount for the Excess Principal in full pursuant to this Section after the date payable, the Company will pay interest thereon at a rate of 18% per annum or such lesser maximum amount that is permitted to be paid by applicable law, to the converting Holder, accruing daily from the date such payment is due until such amount, plus all such interest thereon, is paid in full. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.
Appears in 3 contracts
Sources: Securities Agreement (Viragen Inc), Securities Agreement (Viragen Inc), Securities Agreement (Viragen Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (i) This Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into from and after the 100th day following the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock as shall be issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Shares at the option of the HolderPrice (as defined below), each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering this Debenture (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “"Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Debenture(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Debenture for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 3 contracts
Sources: Debenture Agreement (Innovacom Inc), Debenture Agreement (Innovacom Inc), Debenture Agreement (Innovacom Inc)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Securities Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be $0.045 per share.
3.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”);
3.6 Unless the Holder otherwise directs the Company, the Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to Section 3.1 hereto, to the extent that after giving effect to such conversion, the Holder would beneficially own, for purposes of the Securities Act of 1934, as amended (the "Exchange Act") , in excess of 9.99% (the "Maximum Percentage") of the number of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder shall include the number of Common Shares issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder. Except as set forth in the preceding sentence, for purposes of this Section 3, beneficial ownership pursuant to the Exchange Act shall be calculated in accordance with Section 13(d) of the Exchange Act, except as set forth in the preceding sentence. For purposes of this Section 3 in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company's most recent Form 10-K, Form 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Notes.
3.7 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Note, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.8 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
3.9 If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.
Appears in 3 contracts
Sources: Securities Purchase Agreement (US Highland, Inc.), Securities Purchase Agreement (US Highland, Inc.), Securities Purchase Agreement (US Highland, Inc.)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering by facsimile to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures plus accrued and unpaid interest to be converted converted, and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversionconversion (interest first, then principal). The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Agreement (Thinkpath Inc), Securities Agreement (Thinkpath Inc)
Conversion. After Beginning on the six month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Convertible Security Agreement (C-Bond Systems, Inc), Convertible Security Agreement (C-Bond Systems, Inc)
Conversion. After Commencing six months from the Original Issue Date until date of this Note is no longer outstandingNote, the principal of and, with the consent of the Company, the accrued interest on, this Note shall be convertible, in whole at any time or in part, at any time, and part from time to time, into Conversion Shares shares of Common Stock (or other securities as provided in this Note) at the option of the Holder, during the five Trading Days commencing on the first, second, third, fourth and fifth anniversaries of the Original Issue Date of this Note at any time and from time to time. The Holder shall effect conversions conversion by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of and, with the consent of the Company, interest on this Note to be converted and the date on which such conversion shall be effected no later than the second Business Day after the date the Notice of Conversion is received by the Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering reducing the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion of principal of this Note. If this Note is not converted in full, the principal amount of this Note being converted shall be applied to the next payments of principal payable by the Company. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraphSection, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Limited Partnership Agreement (SolarMax Technology, Inc.), 4% Secured Subordinated Convertible Note (SolarMax Technology, Inc.)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall each maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lesser period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Convertible Note (APPlife Digital Solutions Inc), Securities Purchase Agreement (APPlife Digital Solutions Inc)
Conversion. After the Original Issue Date until (a) The unpaid principal amount of this Note is no longer outstanding, this Note plus all accrued interest thereon shall be convertibleconvertible into shares of Common Stock at the Conversion Price of $.05 per share, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder, in whole at any time or in part from time to time. The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex A Appendix I (each, a “Notice of Conversion”), specifying therein . Each Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the converted. The date on which such conversion shall is to be effected (such date, the “Conversion Date”) shall be as set forth in Section 2(g). If no Conversion Date is specified in a Each Notice of Conversion, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by this Note, the Company shall deliver to the Holder a new Note for such principal amount as has not been converted within ten (10) Business Days of the Conversion Date Date. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) The Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of this Note, such number of shares of Common Stock as shall be issuable upon the date conversion of the aggregate principal amount of the outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable.
(d) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share.
(e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(f) The Note converted into Common Stock shall be canceled upon conversion.
(g) Each Notice of Conversion shall be given to the Company pursuant to Section 8 and shall be effected on the Business Day on which it is deemed so given if given no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated effected on the face hereofnext following Business Day.
Appears in 2 contracts
Sources: Convertible Note Agreement (National Automation Services Inc), Convertible Note Agreement (National Automation Services Inc)
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), fully executed and completed in its entirety, including specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion is to be effected, which never shall be effected a date earlier than the date such Notice of Conversion is deemed received by the Company (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredreceived by the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Agreement (Paincare Holdings Inc), Securities Agreement (Paincare Holdings Inc)
Conversion. After a) At any time after the Original Issue Date earliest of: (i) the occurrence and continuance of an Event of Default, (ii) consummation of a Qualified Subsequent Financing, and (iii) on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information, until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares Shares, at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading one Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of this Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Convertible Security Agreement (Optimus Healthcare Services, Inc.), Convertible Security Agreement (Optimus Healthcare Services, Inc.)
Conversion. After (a) (i) Commencing on the Original Issue Date until this Note is no longer outstanding31st day after the Closing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Debenture Agreement (Composite Industries of America Inc), Debenture Agreement (Composite Industries of America Inc)
Conversion. After a) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Convertible Security Agreement (Charge Enterprises, Inc.), Convertible Security Agreement (GoIP GLOBAL, INC.)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) (i) This Debenture shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Debenture to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, tendering the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “the "Conversion Notice") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note principal and interest of the Debentures to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type irrevocable. Upon the conversion of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunderthe remaining principal and interest on the Debenture, the Holder shall not be required to physically surrender this Note the Debenture to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and along with the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofNotice.
Appears in 2 contracts
Sources: Convertible Debenture (Fonix Corp), Debenture Agreement (Fonix Corp)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of ConversionConversion Notice”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea “Conversion Date”) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “Conversion DateSchedule”)) reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of the figures represented in the Conversion Schedules within two Trading 2 Business Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Agreement (Hollis Eden Pharmaceuticals Inc /De/), Securities Agreement (Hollis Eden Pharmaceuticals Inc /De/)
Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Convertible Security Agreement (Charge Enterprises, Inc.), Convertible Security Agreement (GoIP GLOBAL, INC.)
Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any timeinto such number of fully paid and non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect (the “Conversion Rate”); provided, and from time however, that the Conversion Price, defined below, shall be subject to time, into Conversion Shares at the option adjustment as described in Section 3.4 of the Holderthis Note. The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified specified, in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note Notes to the Company company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, has the Interest Amount thereon shall have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal A▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to Holder.
Appears in 2 contracts
Sources: Convertible Note Agreement (Z Trim Holdings, Inc), Convertible Note Agreement (Z Trim Holdings, Inc)
Conversion. After the Original Issue Date until (a) The unpaid principal amount of this Note is no longer outstanding, this Note plus all accrued interest thereon shall be convertibleconvertible into shares of Common Stock at the Conversion Price of $.045 per share, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder, in whole at any time or in part from time to time. The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex A Appendix I (each, a “Notice of Conversion”), specifying therein . Each Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the converted. The date on which such conversion shall is to be effected (such date, the “Conversion Date”) shall be as set forth in Section 2(g). If no Conversion Date is specified in a Each Notice of Conversion, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by this Note, the Company shall deliver to the Holder a new Note for such principal amount as has not been converted within ten (10) Business Days of the Conversion Date Date. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) The Company covenants and agrees that it shall, at all times, reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder of this Note, such number of shares of Common Stock as shall be issuable upon the date conversion of the aggregate principal amount of the outstanding Notes. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly and validly authorized and issued and fully paid and non-assessable.
(d) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share.
(e) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(f) The Note converted into Common Stock shall be canceled upon conversion.
(g) Each Notice of Conversion shall be given to the Company pursuant to Section 8 and shall be effected on the Business Day on which it is deemed so given if given no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated effected on the face hereofnext following Business Day.
Appears in 2 contracts
Sources: Convertible Note Agreement (National Automation Services Inc), Convertible Note Agreement (National Automation Services Inc)
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part (in increments of at least $100,000 principal amount) at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Sources: Securities Agreement (Pharmos Corp), Securities Agreement (Pharmos Corp)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean 75% of the average Closing Prices for the ten Trading Days immediately preceding the Conversion Date. The term "
Appears in 2 contracts
Sources: Subscription Agreement (Mokita, Inc.), Subscription Agreement (Mokita, Inc.)
Conversion. After At any time on or after the Original Issue Date until this Note date that is no longer outstandingninety (90) days after the Issuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any time, into such number of fully paid and from time to time, into Conversion non-assessable Common Shares at as is determined by dividing (x) the option sum of the HolderPrincipal Amount then outstanding plus the Interest Amount then accrued but unpaid hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof). The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredreceived by the Company. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, Note plus all the Interest Amount then accrued and but unpaid interest thereon, has thereon shall have been so convertedconverted or otherwise paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an the amount equal to the applicable conversionprincipal amount of the Note so converted. The Holder and the Company shall maintain records showing the principal amount(s) Principal Amounts converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time dates of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct then outstanding Principal Amount may be issued to Holder.
Appears in 2 contracts
Sources: Convertible Note Agreement (Z Trim Holdings, Inc), Convertible Note Agreement (Z Trim Holdings, Inc)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the ofthe Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is ofNotice ofConversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note ofprincipal to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice ofConversion within 10 business days of Conversion within two Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this ofthis Note, acknowledge acknowledges and agree agrees that, by reason of the ofthe provisions of this ofthis paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defmed).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion ofNote.
3.4 The conversion price (the "Conversion Price") in effect on any Conversion Date shall be shall mean $0.55 per share.
3.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount ofprincipal to be converted and the date on which such conversion is to be effected (a "Conversion Date");
3.6 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose ofissuance ofConversion Shares upon conversion ofthis Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions ofany Conversion Shares, and the number ofConversion Shares shall be rounded up or down to the nearest whole number.
3.8 Ifthe Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way ofreverse stock split) outstanding shares ofCommon Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case ofa subdivision, combination or re-classification.
Appears in 1 contract
Conversion. After (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex ANNEX A (each, a “Notice of Conversion”"CONVERSION NOTICE"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i), Section 5(b) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's Affiliates), as set forth on the applicable Conversion Notice, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4(a)(i), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(ii) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
(iii) If the Company has not obtained Shareholder Approval, then the Company may not issue, pursuant to the Transaction Documents, in the aggregate, in excess of 19.999% of the number of shares of Common Stock outstanding on the Original Issue Date (such number of shares, the "ISSUABLE MAXIMUM"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. As promptly as reasonably possible, the Company shall obtain the vote of shareholders (the "SHAREHOLDER APPROVAL") as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the Transaction Documents. If the Company shall have not obtained the Shareholder Approval, then the Company shall issue to the Holder, upon conversion of this Debenture, a number of shares of Common Stock equal to such Holder's pro-rata portion (as set forth in the Purchase Agreement) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion of the Issuable Maximum (the "EXCESS PRINCIPAL"), the Company shall, by the fifth Trading Day following such conversion, pay cash to the converting Holder in an amount equal to the Mandatory Prepayment Amount with respect to such Excess Principal. If the Company fails to pay the Mandatory Prepayment Amount for the Excess Principal in full pursuant to this Section after the date payable, the Company will pay interest thereon at a rate of 18% per annum or such lesser maximum amount that is permitted to be paid by applicable law, to the converting Holder, accruing daily from the date such payment is due until such amount, plus all such interest thereon, is paid in full. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.
Appears in 1 contract
Sources: Securities Agreement (Viragen Inc)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.3 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean $6.70.
3.4 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”);
3.5 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Note, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.6 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
3.7 If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
Appears in 1 contract
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than five (5) calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is five (5) calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days ten (10) business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five (5) Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Securities Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall mean 75% of the average Closing Bid Prices for the thirty Trading Days immediately preceding the Conversion Date. The term "Closing Bid Price" shall mean, on any particular date (i) the closing bid price per share of the Common Stock on such date on the OTC Bulletin Board, or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over‑the‑counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Company.
Appears in 1 contract
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Securities Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean 75% of the average Closing Bid Prices for the thirty Trading Days immediately preceding the Conversion Date. The term "Closing Bid Price" shall mean, on any particular date (i) the closing bid price per share of the Common Stock on such date on the OTC Bulletin Board, or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Solo International, Inc)
Conversion. After (a) Upon Maturity or at the Original Issue Date until discretion of the Holder, any unpaid principal amount of this Note is no longer outstanding, this Note plus any accrued interest thereon shall be convertibleconvertible into shares of Common Stock at a Fifty Percent (50%) discount to the lowest closing market price in the previous 90 days of trading to the date of Notice of Conversion provided to the Company. (the “Conversion Price”), in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder, in whole or in part Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to the anniversary of Issuance Date or Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 1 contract
Sources: Convertible Note (National Automation Services Inc)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”)) and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the "Conversion Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (World Health Alternatives Inc)
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal ▇▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount Principal Amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionDebenture. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and/or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a ▇▇▇▇▇▇'s right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Smartire Systems Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, including accrued interest on all outstanding principal being converted, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Transportation & Logistics Systems, Inc.)
Conversion. After 20.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 2 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
20.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
20.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
20.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean $0.14 per share.
20.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”);
Appears in 1 contract
Conversion. After (a) At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Business Days of delivery of such Notice of Conversion, stating the basis of such objection and citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the records of Company and the Holder shall be controlling and determinative in work to resolve such dispute or discrepancy to the absence mutual satisfaction of manifest errorboth parties. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After At any time after the six (6) month anniversary of the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Sonim Technologies Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted, plus all accrued but unpaid interest thereon, by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering the Notes (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex EXHIBIT A (each, a “the "CONVERSION NOTICE") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 1 contract
Conversion. After Beginning on the six month anniversary of the Original Issue Issuance Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereonthereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (American Rebel Holdings Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering (i) Upon written notice delivered to the Company a Notice of Conversion, by the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount holder of this Note at any time pursuant to be converted Section 5(b)(iii) or at any time from and the date on which such conversion shall be effected (such dateafter July 21, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion2012, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this NoteNote then outstanding shall convert automatically and without any further action by the Company, plus all accrued and unpaid interest thereonthe holder of this Note or any other Person, has been so converted. Conversions hereunder shall have into a number of shares of the effect of lowering Conversion Stock determined by dividing the outstanding aggregate principal amount of this Note then outstanding, by the Conversion Price then in an amount equal to the applicable effect. All accrued and unpaid interest shall be immediately due and payable in connection with such conversion. The Holder At such time, the rights of the holder of this Note as such holder shall cease, and the holder hereof shall be deemed to have become the holder of record of the shares of Conversion Stock represented thereby.
(ii) As soon as possible after a conversion has been effected (but in any event within five business days), the Company shall maintain records showing deliver to the principal amount(s) converted in each conversion, converting holder a certificate or certificates representing the date number of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice shares of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, Stock issuable by reason of such conversion in the provisions name of such holder. The issuance of certificates for shares of Conversion Stock upon conversion of this paragraph, following Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of a portion shares of Conversion Stock. Upon conversion of this Note, the unpaid Company shall take all such actions as are necessary in order to insure that the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and unconverted principal amount nonassessable. The Company shall not close its books against the transfer of Conversion Stock issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company); provided, however, that any fees associated with such governmental filings, including but not limited to filing fees and reasonable legal expenses of the Company (collectively, “Governmental Charges”), shall be paid 50% by the Company and 50% by the holder of this Note.
(iii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Conversion Stock, solely for the purpose of issuance upon the conversion of the Note, such number of shares of Conversion Stock issuable upon the conversion of all outstanding Notes. All shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be less than necessary to assure that all such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the amount stated on the face hereofCompany upon each such issuance).
Appears in 1 contract
Sources: Convertible Subordinated Promissory Note (Ubiquiti Networks, Inc.)
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Ordinary Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a the Notice of Conversion, the form of which is Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. The Holder shall provide to each and any assignee a copy of the Conversion Schedule and shall provide the Company with proof of delivery of such Conversion Schedule.
Appears in 1 contract
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. 3.1 The Holder shall effect conversions have the option to (i) convert this Note and any accrued but unpaid interest into shares of the Company’s common stock at any time during the term of the Note or (ii) upon the Maturity Date. The number of shares that shall be issuable upon conversion of the Note shall equal the number derived by delivering dividing (x) the principal amount of the Note plus any accrued and unpaid interest thereon by (y) US $1.00. No fractional shares shall be issued upon a conversion. In lieu of any fractional shares to which Holder would otherwise be entitled, the Company shall round up to the Company a Notice of Conversionnearest whole share. In order to convert this Note in to Common Stock, the form Holder must deliver a dated and signed notice of which is attached hereto as Annex A conversion (each, a the “Notice of Conversion”), specifying therein a copy of which is attached to this Note as Exhibit A, stating its intention to convert the full principal amount of this Note to into Common Stock, Notices of Conversion shall be converted and deemed delivered on the date on which such conversion shall be effected (such datesent, if personally delivered, to the “Conversion Date”)Company’s Chief Executive Officer at the Company’s principal place of business, or when actually received if sent by another method. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original The Notice of Conversion shall be required, nor shall accompanied by the original Note.
(i) As soon as possible after the conversion has been effected (but in any medallion guarantee event within five (or other type of guarantee or notarization5) of any Notice of Conversion form be required. To effect conversions hereunderBusiness Days), the Holder Company or acquirer shall not be required to physically surrender this Note deliver to the Company unless converting holder a certificate or certificates representing the entire principal amount Common Stock issuable by reason of this Note, plus all accrued such conversion in such name or names and unpaid interest thereon, such denomination or denominations as the converting holder has been so converted. Conversions hereunder shall have the effect specified.
(ii) The issuance of lowering the outstanding principal amount Common Stock upon conversion of this Note in an amount equal shall be made without charge to the applicable holder hereof in respect thereof or other cost incurred by the Company or acquirer in connection with such conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following Upon conversion of a portion of this Note, the unpaid Company shall take all such actions as are necessary in order to ensure that the Company’s common stock issuable upon conversion of the Note shall be validly issued, fully paid and unconverted principal amount nonassessable.
(iii) Neither the Company nor acquirer shall close its books against the transfer of this Note may in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be less than made by the amount stated on the face hereofCompany).
Appears in 1 contract
Conversion. After the Original Issue Date until this Note is no longer outstanding, this (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time commencing ninety-one (91) days after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering surrendering the Notes (or such portions thereof) to the Company a Notice of Conversionbe converted, together with the form of which is conversion notice attached hereto as Annex EXHIBIT A (each, a “the "CONVERSION NOTICE") to the Company. Each Conversion Notice of Conversion”), specifying therein shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “Conversion Date”"CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion to the principal amount(s) converted extent permissible hereunder and shall promptly deliver to such Holder (in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 1 contract
Sources: Convertible Note (Isonics Corp)
Conversion. After On or after the Original Issue 90 Day Anniversary Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Adhera Therapeutics, Inc.)
Conversion. After a) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertibleconvertible into shares of Common Stock at the option of the Holder, in whole or in part, part at any time, time and from time to time, into Conversion Shares at the option of the HolderConversion Price (as defined below). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Subscription Agreement (Brampton Crest International Inc)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (a "CONVERSION DATE"); provided that the date upon which any such date, conversion may be effected may not be less than 5 calendar days following the “Conversion Date”)date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the "CONVERSION PRICE") in effect on any Conversion Date shall be shall mean $0.25 per share.
3.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a "CONVERSION DATE");
3.6 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Note, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
3.8 If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
Appears in 1 contract
Conversion. After (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex ANNEX A (each, a “Notice of Conversion”"CONVERSION NOTICE"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) A Holder may not convert Debentures to the extent such conversion would result in the Holder, together with its Affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of the Debentures held by such Holder after application of this Section. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph. If the Holder has delivered a Conversion Notice for a principal amount of Debentures that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 4(b) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. In the event of a merger or consolidation of the Company with or into another Person, this paragraph shall not apply with respect to a determination of the number of shares of common stock issuable upon conversion in full of the Debentures if such determination is necessary to establish the Securities or other assets which the holder of Common Stock shall be entitled to receive upon the effectiveness of such merger or consolidation. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(iii) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
(iii) If the Company has not obtained Shareholder Approval, then the Company may not issue, pursuant to the Transaction Documents, in the aggregate, in excess of 19.999% of the number of shares of Common Stock outstanding on the Original Issue Date (such number of shares, the "ISSUABLE MAXIMUM"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. As promptly as reasonably possible, the Company shall obtain the vote of shareholders (the "SHAREHOLDER APPROVAL") as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the Transaction Documents. If the Company shall have not obtained the Shareholder Approval, then the Company shall issue to the Holder, upon conversion of this Debenture, a number of shares of Common Stock equal to such Holder's pro-rata portion (as set forth in the Purchase Agreement) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion of the Issuable Maximum (the "EXCESS PRINCIPAL"), the Company shall, by the fifth Trading Day following such conversion, pay cash to the converting Holder in an amount equal to the Mandatory Prepayment Amount with respect to such Excess Principal. If the Company fails to pay the Mandatory Prepayment Amount for the Excess Principal in full pursuant to this Section after the date payable, the Company will pay interest thereon at a rate of 18% per annum or such lesser maximum amount that is permitted to be paid by applicable law, to the converting Holder, accruing daily from the date such payment is due until such amount, plus all such interest thereon, is paid in full. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.
Appears in 1 contract
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall mean the greater of 1) $0.15; or 2) 90% of the average Closing Prices for the ten Trading Days immediately preceding the Conversion Date. The term "
Appears in 1 contract
Sources: Subscription Agreement (Vapor Hub International Inc.)
Conversion. After the Original Issue Date until At any time while this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company Maker a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company Maker unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company Maker shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorconversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After At any time if (a) this Debenture is in default according to Section 7, and (b) the Original Issue Date until this Note is no longer outstandingnet proceeds from the sale of Collateral Shares do not provide adequate coverage of all amounts owing hereunder pursuant to Section 6, and (c) the Company cannot remedy the inadequate amount in five (5) business days pursuant to Section 6, this Note shall Debenture can be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of common stock of the Company at the option of the Holder, in whole or in part (subject to any limitations on conversion). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal outstanding amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Axxess Pharma Inc.)
Conversion. After At any time beginning on March 1, 2014 and ending on the Original Issue Date until this Note is no longer outstandingMaturity Date, unless previously repaid by the Company, this Note shall be convertibleconverted into shares of common stock of the Company at the option of Holder, in whole or in part, at part (subject to any time, and from time to time, into Conversion Shares at the option of the Holderlimitations on conversion). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount and interest of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder ▇▇▇▇▇▇ shall not be required to physically surrender this Note to the Company unless the entire principal amount Principal Amount of this Note, Note plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) Principal ▇▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, ▇▇▇▇▇▇ and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) Upon Maturity or at the Original Issue Date until discretion of the Holder, any unpaid principal amount of this Note is no longer outstanding, this Note plus any accrued interest thereon shall be convertibleconvertible into shares of Common Stock at a Fifty Percent (25%) discount to the lowest closing market price in the previous 90 days of trading to the date of Notice of Conversion provided to the Company. (the “Conversion Price”), in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder, in whole or in part Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to the anniversary of Issuance Date or Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 1 contract
Sources: Convertible Note (National Automation Services Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 1 contract
Sources: Convertible Note (Invisa Inc)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within one (1) Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a H▇▇▇▇▇'s right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
Appears in 1 contract
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean $0.25 per share.
3.5 At any time after the Financing Date until this Note is no longer outstanding, this Note may be converted into Conversion Shares at any time and from time-to-time, in whole or in part, at the option of the Company. The Company shall effect conversions by delivering to the Holder written notice of conversion specifying therein the amount of principal to be converted and the date on which such conversion is to be effected (a “Conversion Date”);
3.6 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a su fficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Note, free from pre - emptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and non-assessable.
3.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
3.8 If the Company, at any time while this Note is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
Appears in 1 contract
Sources: Private Placement Subscription Agreement (Norstra Energy Inc)
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Ordinary Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a the Notice of Conversion, the form of which is Conversion attached hereto as Annex ANNEX A (each, a “Notice of Conversion”"NOTICE OF CONVERSION"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “Conversion Date”a "CONVERSION DATE"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading 2 Business Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversionsuch conversions, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection a form substantially similar to any Notice of Conversion within two Trading Days of delivery of such Notice of ConversionSchedule 1 attached hereto. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) A Holder may not convert Debentures or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with its affiliates, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, the Debentures held by such Holder after application of this Section. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph. If the Holder has delivered a Conversion Notice for a principal amount of Debentures that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 4(b) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. In the event of a merger or consolidation of the Company with or into another Person, this paragraph shall not apply with respect to a determination of the number of shares of common stock issuable upon conversion in full of the Debentures if such determination is necessary to establish the Securities or other assets which the holder of Common Stock shall be entitled to receive upon the effectiveness of such merger or consolidation. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(iii) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
(iii) If the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, less any shares of Common Stock issued upon exercise of the Warrants issued Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the number of the Debenture aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (A) the shares of Common Stock are listed for trading on a Principal Market, (B) the applicable conversion price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures, together with any shares of Common Stock previously issued upon conversion of the Debenture theretofore issuable under the Debentures and Warrants would exceed the Issuable Maximum, and (C) the Company shall not have previously obtained the vote of shareholders (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof, then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any interest that shall have been added to the principal amount then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the converting Holder may require the Company to elect to either: (1) use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the 60th day after the date in which the Company determines (or is notified by the Holder) that the Issuable Maximum would be exceeded, or (2) by the tenth Trading Day following such election or failure to timely elect, as the case may be, pay cash to the converting Holder in an amount equal to the Mandatory Prepayment Amount. The Company must make its election by written notice to the Holders by the fifth Trading Day after the date that the Company determines (or is notified by the Holder) that the Issuable Maximum would be exceeded. Failure to timely elect to seek Shareholder Approval under this Section shall be deemed an election by the Company to pay the Mandatory Prepayment Amount for the Excess Principal in cash. If the Company shall have elected the first option pursuant to the immediately preceding sentence and the Company shall have failed to obtain the Shareholder Approval on or prior to the 60th day after the date in which the Company determines (or is notified by a Holder) that the Issuable Maximum would be exceeded, then within three days of such 60th day, the Company shall pay cash to the converting Holder an amount equal to the Mandatory Prepayment Amount for the Excess Principal. If the Company fails to pay the Prepayment Amount for the Excess Principal in full pursuant to this Section after the date payable, the Company will pay interest thereon at a rate of 18% per annum or such lesser maximum amount that is permitted to be paid by applicable law, to the converting Holder, accruing daily from the date such payment is due until such amount, plus all such interest thereon, is paid in full. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto.
Appears in 1 contract
Sources: Securities Agreement (Viragen Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note (a) The Notes shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two one Trading Days Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) Upon Maturity, the Original Issue Date until unpaid principal amount of this Note is no longer outstanding, this Note plus all accrued interest thereon shall be convertibleconvertible into shares of Common Stock at $0.001 per share (the “Conversion Price”), at the option of the Holder, in whole or in part, at any time, . Shares issued upon conversion shall become free trading stock as promulgated by the rules and from time to time, into Conversion Shares at the option regulations of the HolderU. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 1 contract
Sources: Convertible Note (National Automation Services Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time commencing sixty-one (61) days after the Original Issue Date and prior to the close of business on the Maturity Date, except that this Note shall not be convertible until all other Series 2002A Notes have been completely paid or converted into Common Stock. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 1 contract
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"), which date shall not be more than 10 Trading Days after delivery of the Notice of Conversion and the Conversion Certificate (as defined in the Custodial Agreement) as to such conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two 3 Trading Days of delivery after receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After At any time after the Original Issue Date Closing until this Note is no longer outstandingall amounts due under the Notes have been paid in full, this Note the Notes shall be convertible, in whole or in part, into shares of Common Stock at the option of the Purchaser, at any time, time and from time to time, into Conversion Shares at the option of the Holderas set forth below. The Holder Purchaser shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note the Note(s) and/or any other amounts due under the Note(s) to be converted converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder Purchaser shall not be required to physically surrender this Note the Note(s) to the Company unless the entire principal amount of this NoteNote(s), plus all accrued and unpaid interest thereon, has thereon and all other amounts due under the Note(s) have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note the Note(s) in an amount equal to the applicable conversionconversion amount. The Holder and the Company Purchaser shall maintain records a schedule showing the principal amount(s) and/or any other amounts due under the Note(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversionconversion(s). In the event of any dispute or discrepancy, the records of the Holder Purchaser shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After (a) Upon Maturity, the Original Issue Date until unpaid principal amount of this Note is no longer outstanding, this Note plus all accrued interest thereon shall be convertibleconvertible into shares of Common Stock at $0.004 per share (the “Conversion Price”), at the option of the Holder, in whole or in part, at any time, . Shares issued upon conversion shall become free trading stock as promulgated by the rules and from time to time, into Conversion Shares at the option regulations of the HolderU. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 1 contract
Sources: Convertible Note (National Automation Services Inc)
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Agreement (Qt 5 Inc)
Conversion. After (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i), Section 5(b) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of [4.999% or 9.999%], to be determined by each investor prior to execution] of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(i) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
Appears in 1 contract
Sources: Securities Agreement (Waverider Communications Inc)
Conversion. After the Original Issue Date until this Note is no longer outstanding, this (i) This Note shall be convertible, convertible into shares of Common Stock (subject to the limitation set forth in whole or in part, at any time, and from time to time, into Conversion Shares Section 4(a)(ii)) at the option of the HolderHolder in whole or in part at any time and from time to time commencing sixty-one (61) days after the Original Issue Date and prior to the close of business on the Maturity Date. The number of shares of Common Stock issuable upon a conversion hereunder shall be determined by dividing the outstanding principal amount of this Note to be converted by the Conversion Price, each as subject to adjustment as provided hereunder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, conversion notice in the form of which is conversion notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”the "Conversion Notice"), specifying therein the information on the Conversion Notice form. Each Conversion Notice shall specify the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected effected, which date may not be prior to the date of such Conversion Notice is deemed to have been delivered pursuant to Section 4(h) (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such the Conversion Notice of Conversion is deemed delivered hereunderpursuant to Section 4(h). No ink-original Notice of Subject to Section 4(b) hereof, each Conversion Notice, once given, shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredirrevocable. To effect conversions hereunder, If the Holder shall is converting less than all of the principal amount represented by the Note(s) tendered by the Holder with the Conversion Notice, or if a conversion hereunder cannot be required to physically surrender this Note to the Company unless the entire principal amount of this Noteeffected in full for any reason, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing honor such conversion and shall promptly deliver to such Holder (in the principal amount(s) converted in each conversion, the date of each conversion, manner and the Conversion Price in effect at within the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of set forth in Section 4(b)) a new Note for such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereofas has not been converted.
Appears in 1 contract
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 21 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 21 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean 75% of the average Closing Bid Prices for the ten Trading Days immediately preceding the Conversion Date. The term "Closing Bid Price" shall mean, on any particular date (i) the closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Company.
Appears in 1 contract
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount Principal Amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal ▇▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount Principal Amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Agreement (World Health Alternatives Inc)
Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, the principal of and accrued interest on this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of and interest on this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Conversion. After At any time on or after the Original Issue Date until this Note is no longer outstandingIssuance Date, at the request of the Holder (the “Conversion Election”), this Note shall be convertible, in whole or in part, at any timeinto such number of fully paid and non-assessable Common Shares as is determined by dividing (x) the outstanding Principal Amount and the Interest Amount then accrued hereon by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect (the “Conversion Rate”); provided, and from time however, that the Conversion Price, defined below, shall be subject to time, into Conversion Shares at the option adjustment as described in Section 3.4 of the Holderthis Note. The Holder shall effect conversions a Conversion Election by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A Exhibit B (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). In no event may the Conversion Date be earlier than the date the Company receives the Notice of Conversion. If no Conversion Date is specified specified, in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversion Elections hereunder, the Holder shall not be required to physically surrender this the Note to the Company. In the event of a partial conversion the Company unless shall issue a new Note in the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so convertedthe remaining principal balance after taking into account the issuance of the shares on conversion. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Principal Amount in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) Principal A▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two three (3) Trading Days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct Principal Amount may be issued to Holder. The Company shall not be required to issue fractional shares and may deliver cash in lieu of fractional shares.
Appears in 1 contract
Conversion. After At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Preferred Stock at the option of the Holder, at any time and from time to time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading (2) Business Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest or mathematical error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (BioRestorative Therapies, Inc.)
Conversion. After Holder shall have the Original Issue Date until option to convert this Note is no longer outstanding, this Note shall be convertible, as provided in whole or in part, at any time, and from time to time, Section 2 into Conversion Common Shares of the Company at the option of the Holder, in Holder’s sole discretion, (subject to the conversion limitations set forth in Section 8(d) hereof), at the Conversion Price set out in Section 8(b) below. The Holder shall effect conversions provided in Section 2 by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). The Notice of Conversion shall be accompanied by evidence sufficient to establish that conversion conditions exist. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) and/or any other amounts due under this Note converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errorconversion(s). The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, (i) following conversion of a portion of this NoteNote and delivery and receipt of the applicable shares requested, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof, and (ii) this Note shall not be convertible until the eligibility requirements of this Section 8(a) are met.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Camber Energy, Inc.)
Conversion. After a) i) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"), which date shall not be more than 10 Trading Days after delivery of the Notice of Conversion and the Conversion Certificate (as defined in the Custodial Agreement) as to such conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two 3 Trading Days of delivery after receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Bam Entertainment Inc)
Conversion. After (a) At any time after the Original Issue Date until this Note Debenture is no longer outstanding, all or any part of the principal and interest due under this Note shall Debenture may be convertible, in whole or in part, at any time, and from time to time, converted into Conversion Shares at any time and from time-to-time at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal and interest to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 61 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 61 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note the Debenture to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 20 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(b) The number of Conversion Shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding amount of principal and interest of this Debenture to be converted by (y) the Conversion Price.
(c) Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Debenture.
(d) The conversion price in effect on any Conversion Date shall be equal to U.S.$0.03.
(e) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock such number of shares as is necessary in order to ensure that a sufficient number are available for the purpose of issuance of Conversion Shares upon conversion of this Debenture, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder. The Company covenants that all Conversion Shares shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.
(f) Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of any Conversion Shares, and the number of Conversion Shares shall be rounded up or down to the nearest whole number.
Appears in 1 contract
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within one (1) Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
Appears in 1 contract
Sources: Securities Purchase Agreement (Smartire Systems Inc)
Conversion. After At any time following sixty (90) days after the Original Issue Date until this Note is no longer outstandingand ending on the Maturity, unless previously repaid by the Company, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of common stock of the Company at the option of the Holder, in whole or in part (subject to any limitations on conversion). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein the principal amount Principal Amount and interest of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the entire principal amount Principal Amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note Debenture in an amount equal to the applicable conversionconversion amount. The Holder and the Company shall maintain records showing the principal amount(s) Principal A▇▇▇▇▇ converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount Principal Amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Balance Labs, Inc.)
Conversion. After (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is conversion notice attached hereto as Annex A (each, a “Notice of Conversion”"Conversion Notice"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such datea "Conversion Date") and shall contain a completed schedule in the form of Schedule 1 to the Conversion Notice (as amended on each Conversion Date, the “"Conversion Date”)Schedule") reflecting the remaining principal amount of this Debenture and all accrued and unpaid interest thereon subsequent to the conversion at issue. If no Conversion Date is specified in a Notice of ConversionConversion Notice, the Conversion Date shall be the date that such Conversion Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Schedule. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof. The Holder shall provide to each and any assignee a copy of the Conversion Schedule and shall provide the Company with proof of delivery of such Conversion Schedule.
Appears in 1 contract
Conversion. After (a) Upon Maturity or at the Original Issue Date until discretion of the Holder, any unpaid principal amount of this Note is no longer outstanding, this Note plus any accrued interest thereon shall be convertibleconvertible into shares of Common Stock at a Fifty Percent (50%) discount to the lowest closing market price in the previous 10 days of trading to the date of Notice of Conversion provided to the Company. (the “Conversion Price”), in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder, in whole or in part Shares issued upon conversion shall become free trading stock as promulgated by the rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by delivering surrendering the Note to be converted to the Company a Notice of ConversionCompany, together with the form of which is notice attached hereto as Annex Exhibit A (each, a “Notice of Conversion”), specifying therein . The Notice of Conversion shall specify the principal amount of this Note principal and accrued interest to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”)converted. If no Conversion Date is specified in a The Notice of Conversion, once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a legal opinion from qualified legal counsel to have the restrictions lifted from the security.
(b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Note in the principal amount, if any, of this Note not then converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction.
(c) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the date number of shares to be issued shall be rounded up or down to the nearest whole share.
(d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
(e) The portion of the principal amount and accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion.
(f) The Notice of Conversion (Exhibit A) shall be given to the Company ten (10) days prior to the anniversary of Issuance Date or Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. In the event that the Notice of Conversion is deemed delivered hereunder. No ink-original given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, Notice of Conversion shall will be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated deemed given on the face hereoffollowing Business Day.
Appears in 1 contract
Sources: Convertible Note (National Automation Services Inc)
Conversion. After If at any time, beginning on the Original Issue Date Date, and until this Note is no longer outstanding, an Event of Default occurs under this Note, then this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records a Conversion Schedule showing the principal amount(s) converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversion(s). The Company may deliver an objection to any Notice of Conversion within two Trading Days one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Ifan Financial, Inc.)
Conversion. After On or after the Original Issue 3 Month Anniversary Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Convertible Security Agreement (Adhera Therapeutics, Inc.)
Conversion. After 3.1 At any time after the Original Issue Financing Date until this Note is no longer outstanding, this Note shall may be convertibleconverted into Conversion Shares at any time and from time-to-time, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note principal to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”); provided that the date upon which any such conversion may be effected may not be less than 5 calendar days following the date of delivery of the Notice of Conversion. If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is 5 calendar days after such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be requiredto the Company. To effect conversions hereunder, the Holder shall not be required to physically surrender this the Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 10 business days of delivery receipt of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest errornotice. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
3.2 The number of Conversion Shares issuable upon a conversion of any outstanding principal under the Note shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted and (y) is the Conversion Price (as hereinafter defined).
3.3 Not later than five Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares (bearing such legends as may be required by applicable law and those required by the Subscription Agreement) representing the number of Conversion Shares being acquired upon the conversion of Note.
3.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be shall mean XX% of the average Closing Bid Prices for the ten Trading Days immediately preceding the Conversion Date. The term "Closing Bid Price" shall mean, on any particular date (i) the closing bid price per share of the Common Stock on such date on the OTC Bulletin Board, or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the closing bid price for a share of Common Stock in the over‑the‑counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (iii) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant conversion period, as determined in good faith by the Holder, or (iv) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by the Holder and reasonably acceptable to the Company.
Appears in 1 contract
Sources: Subscription Agreement (Toron Inc.)
Conversion. After i) At any time after the 121st day after the Original Issue Date until this Note Debenture is no longer outstanding, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (World Health Alternatives Inc)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice the figures represented in the Conversion Schedules within 1 Business Day of Conversion within two Trading Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
(ii) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i), Section 5(b) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)(i) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).
Appears in 1 contract
Sources: Securities Agreement (Waverider Communications Inc)
Conversion. After (a) (i) At any time after the Original Issue Date until this Note is no longer outstandingClosing Date, this Note Debenture shall be convertible, in whole or in part, at any time, and from time to time, convertible into Conversion Shares shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion set forth in Section 4(a)(ii) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to the Company unless the entire principal amount of this Note, Debenture plus all accrued and unpaid interest thereon, thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) amount converted in each conversion, and the date of each conversion, and the Conversion Price in effect at the time of each conversionsuch conversions. The Company may shall deliver an any objection to any Notice of Conversion within two Trading Days 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract