Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in section 8.1, a Holder of the B Notes shall surrender the B Notes at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the B Note as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such B Notes shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any B Note converted under this section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such B Note is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under section 8.5. (b) For the purposes of this Article 8, a B Note shall be deemed to be surrendered for conversion in the case of section 8.1, on the date (herein called "Date of Conversion") on which it is surrendered by delivery to the Company at its principal office in Louisville, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Note is notified in writing, and, in the case of a Note surrendered by mailing or other means of transmission, on the date on which it is received by the Company at its principal office in Louisville, Colorado, or other registrar, if any, appointed by the Company and of which the Holder is notified in writing; provided that if a B Note is surrendered for conversion on a day on which the register of Common Stock is closed, the person or persons entitled to receive Common Stock shall become the holder or holders of record of such shares or Common Stock as at the date on which such register is next reopened. (c) The Holder of any B Note of which part only is converted shall upon the exercise of its right of conversion, surrender the said B Note to the Company or other registrar, if any, and the Company or other registrar, if any, shall cancel the same and shall without charge forthwith certify and deliver to the Holder a new B Note or B Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the B Note so surrendered, provided that such new B Note(s) shall be issued only in denominations of One Thousand Dollars ($1,000) or multiples thereof. (d) The Holder of a B Note surrendered for conversion in accordance with this section shall be entitled to receive accrued and unpaid interest on the principal amount thereof being converted to the Interest Payment Date on or next preceding the Date of Conversion thereof, but there shall be no payment or adjustment by the Company on account of any interest accrued or accruing thereon from the latest Interest Payment Date and the Common Stock issued upon such conversion shall rank only in respect of dividends declared in favor of shareholders of record on and after the Date of Conversion or such later date as such Holder shall become the holder of record of such Common Stock pursuant to subsection 8.2(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and nonassessable shares of Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in section Section 8.1, a Holder of the B Notes Debentures shall surrender the B Notes Debentures at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the B Note Debenture as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such B Notes Debentures shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any B Note Debenture converted under this sectionSection. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such B Note Debenture is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under section Section 8.5. (b) For the purposes of this Article 8, a B Note Debenture shall be deemed to be surrendered for conversion in the case of section Section 8.1, on the date (herein called "Date of Conversion") on which it is surrendered by delivery to the Company at its principal office in LouisvilleBoulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Note Debenture is notified in writing, and, in the case of a Note Debenture surrendered by mailing or other means of transmission, on the date on which it is received by the Company at its principal office in LouisvilleBoulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Debenture is notified in writing; provided that if a B Note Debenture is surrendered for conversion on a day on which the register of Common Stock is closed, the person or persons entitled to receive Common Stock shall become the holder or holders of record of such shares or Common Stock as at the date on which such register is next reopened. (c) Except as otherwise provided herein, any part, being Ten Thousand Dollars ($10,000) or an integral multiple thereof, of a Debenture of a denomination in excess of Ten Thousand Dollars ($10,000) may be converted as provided in this Article 8 and all references in this Agreement to conversion of Debentures shall be deemed to include conversion of such parts. (d) The Holder of any B Note Debenture of which part only is converted shall upon the exercise of its right of conversion, surrender the said B Note Debenture to the Company or other registrar, if any, and the Company or other registrar, if any, shall cancel the same and shall without charge forthwith certify and deliver to the Holder a new B Note Debenture or B Notes Debentures in an aggregate principal amount equal to the unconverted part of the principal amount of the B Note Debenture so surrendered, provided that such new B Note(sDebenture(s) shall be issued only in denominations of One Ten Thousand Dollars ($1,00010,000) or integral multiples thereof. (de) The Holder of a B Note Debenture surrendered for conversion in accordance with this section Section shall be entitled to receive accrued and unpaid interest on the principal amount thereof being converted to the Interest Payment Date on or next preceding the Date of Conversion thereof, but there shall be no payment or adjustment by the Company on account of any interest accrued or accruing thereon from the latest Interest Payment Date and the Common Stock issued upon such conversion shall rank only in respect of dividends declared in favor of shareholders of record on and after the Date of Conversion or such later date as such Holder shall become the holder of record of such Common Stock pursuant to subsection 8.2(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and nonassessable shares of Common Stock.

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in section 8.1privilege with respect to any Note, a the Holder of the B Notes any Note to be converted shall surrender the B Notes at the office of such Note, duly endorsed or assigned to the Company or other registrar appointed in blank, at the principal office maintained by the Company, together accompanied by (a) written notice to the Company stating that the Holder irrevocably elects to convert such Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted in accordance with a conversion notice Section 2.1, (b) the funds, if any, required by this Section, in immediately available form, and (c) if Common Stock or any portion of such Note not to be converted are to be issued in the form attached to name of a Person other than the B Note as Exhibit A thereto. Such Holder shall thereupon be deemed thereof, in accordance with the holder terms hereof, the name of the underlying shares Person in which to issue such Common Stock or portion of Common Stock, and the principal amount so converted Note. As promptly as practicable after receipt of such B Notes conversion notice, the Company shall be deemed issue and shall deliver to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any B Note converted under this section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp a certificate or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of certificates for the number of full shares of Common Stock into which issuable upon the applicable principal amount conversion of such B Note is convertible or portion thereof in accordance with the provisions of this Article 8 andSection and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as soon as practicable thereafterprovided in Section 2.4. In case any Note of a denomination greater than $1,000,000 shall be surrendered for partial conversion, the Company shall execute and deliver to such Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under section 8.5. (b) For the purposes of this Article 8, a B Note shall be deemed to be surrendered for conversion in the case of section 8.1, on the date (herein called "Date of Conversion") on which it is surrendered by delivery to the Company at its principal office in Louisville, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Note is notified in writingso surrendered, andwithout charge, in the case of a Note surrendered by mailing or other means of transmission, on the date on which it is received by the Company at its principal office in Louisville, Colorado, or other registrar, if any, appointed by the Company and of which the Holder is notified in writing; provided that if a B Note is surrendered for conversion on a day on which the register of Common Stock is closed, the person or persons entitled to receive Common Stock shall become the holder or holders of record of such shares or Common Stock as at the date on which such register is next reopened. (c) The Holder of any B Note of which part only is converted shall upon the exercise of its right of conversion, surrender the said B Note to the Company or other registrar, if any, and the Company or other registrar, if any, shall cancel the same and shall without charge forthwith certify and deliver to the Holder a new B Note or B Notes in authorized denominations in an aggregate principal amount equal to the unconverted part portion of the principal amount of the B surrendered Note so surrendered, provided that such new B Note(s) shall be issued only in denominations of One Thousand Dollars ($1,000) or multiples thereof. (d) The Holder of a B Note surrendered for conversion and otherwise in accordance with this section the terms hereof. Each conversion shall be entitled deemed to receive accrued and unpaid interest have been effected as to any such Note (or portion thereof) on the principal amount thereof being converted date on which the requirements set forth above in this Section 2.3 have been satisfied as to the Interest Payment Date on such Note (or next preceding the Date of Conversion portion thereof), but there shall be no payment or adjustment by the Company on account of any interest accrued or accruing thereon from the latest Interest Payment Date and the Person in whose name any certificate or certificates for shares of Common Stock issued issuable upon such conversion shall rank only in respect of dividends declared in favor of shareholders of record be deemed to have become on and after the Date of Conversion or such later said date as such Holder shall become the holder of record of the shares represented thereby; provided however that any such Common Stock pursuant surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to subsection 8.2(b), from which applicable date they will be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be and at the Conversion Price in effect on the date upon which such Note shall be deemed to be issued and outstanding as fully paid and nonassessable shares of Common Stocksurrendered.

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in section Section 8.1, a Holder of the B Notes shall surrender the B Notes at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the B Note as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such B Notes shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any B Note converted under this sectionSection. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such B Note is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Note Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under section Section 8.5. (b) For the purposes of this Article 8, a B Note shall be deemed to be surrendered for conversion in the case of section Section 8.1, on the date (herein called "Date of Conversion") on which it is surrendered by delivery to the Company at its principal office in LouisvilleBoulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Note is notified in writing, and, in the case of a Note surrendered by mailing or other means of transmission, on the date on which it is received by the Company at its principal office in LouisvilleBoulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Note is notified in writing; provided that if a B Note is surrendered for conversion on a day on which the register of Common Stock is closed, the person or persons entitled to receive Common Stock shall become the holder or holders of record of such shares or Common Stock as at the date on which such register is next reopened. (c) Except as otherwise provided herein, any part, being Five Thousand Dollars ($5,000) or an integral multiple thereof, of a Note of a denomination in excess of Five Thousand Dollars ($5,000) may be converted as provided in this Article 8 and all references in this Agreement to conversion of Notes shall be deemed to include conversion of such parts. (d) The Holder of any B Note of which part only is converted shall upon the exercise of its right of conversion, surrender the said B Note to the Company or other registrar, if any, and the Company or other registrar, if any, shall cancel the same and shall without charge forthwith certify and deliver to the Holder a new B Note or B Notes in an aggregate principal amount equal to the unconverted part of the principal amount of the B Note so surrendered, provided that such new B Note(s) shall be issued only in denominations of One Five Thousand Dollars ($1,0005,000) or integral multiples thereof. (de) The Holder of a B Note surrendered for conversion in accordance with this section Section shall be entitled to receive accrued and unpaid interest on the principal amount thereof being converted converted, such interest to be paid at the Interest Payment Date on time of the conversion of the Note either in cash or next preceding through the Date of conversion thereof into Common Stock at the Conversion thereof, but there shall be no payment or adjustment by the Company on account of any interest accrued or accruing thereon from the latest Interest Payment Date Price and the as otherwise provided herein. The Common Stock issued upon such conversion shall rank only in respect of dividends declared in favor of shareholders of record on and after the Date of Conversion or such later date as such Holder shall become the holder of record of such Common Stock pursuant to subsection 8.2(b), from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and nonassessable shares of Common Stock.