Common use of Debt and Interest Conversion Right Clause in Contracts

Debt and Interest Conversion Right. (a) In addition to and without limiting the rights of the Purchaser under the terms of this Warrant, the Purchaser shall have the right to convert this Warrant or any portion thereof (the "Debt Conversion Right") into shares of Common Stock as provided in this Section 10.4 at any time or from time to time during the term of this Warrant. Upon exercise of the Debt Conversion Right with respect to a particular number of shares subject to this Warrant (the "Debt Converted Warrant Shares"), the Company shall deliver to the Purchaser (without payment by the Purchaser of any exercise price or any cash or other consideration except as specifically set forth in this Section 10.4) that number of shares of fully paid and nonassessable Common Stock of the Company as equals (i) up to that amount of debt and/or accrued interest the Company then owes the Purchaser pursuant to the Agreement and which the Purchaser elects, in its sole and absolute discretion, to allocate to this Debt Conversion Right as provided in Section 10.4(b) below, divided by (ii) the Warrant Price. No fractional shares shall be issuable upon exercise of the Debt Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Purchaser an amount in cash equal to the fair market value of the resulting fractional share on the Debt Conversion Date (as hereinafter defined). For purposes of Section 9 of this Warrant, shares issued pursuant to the Debt Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.