Exercise of Conversion Rights. Holders of Series A Preferred Stock may exercise their right to convert the Series A Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering the original Notice of Conversion in the form annexed hereto as Exhibit A ("Notice of Conversion") and the certificate representing the Series A Preferred Stock (once fully converted, unless specifically requested otherwise by the Company) by express courier. Each business date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a "Conversion Date." Such holders of Series A Preferred Stock which have sent a Notice of Conversion to the Company shall, if requested by the Company, deliver the originally executed Series A Preferred Stock certificates to the Company within three business days from the Conversion Date. The Company will transmit, or instruct its transfer agent to transmit, the certificates representing shares of Common Stock issuable upon conversion of any share of Series A Preferred Stock (together with the certificates representing the Series A Preferred Stock not so converted, if the prior certificate was delivered to the Company) to the holder thereof via express courier, by electronic transfer or otherwise, within three business days after the Company has received the facsimile Notice of Conversion. In addition to any other remedies which may be available to the holders of shares of Series A Preferred Stock, in the event that the Company fails to deliver, or has failed to contact its transfer agent within two business days to deliver, such shares of Common Stock within such three business day period, the holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion. The Notice of Conversion and Series A Preferred Stock certificates representing the portion of the Series A Preferred Stock converted shall be delivered as follows: To the Company: Advanced Optics Electronics, Inc. 8301 Xxxxxxxxxx Xxx. XX Xxxxx 0 Xxxxxxxxxxx, Xxx Xxxxxx 00000 Telephone: 505.000.0000 Facsimile: 505.858.1871 Attention: Mr. Xxxxxx Xxxxxx, Executive Vice President In the event that shares representing the Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Sh...
Exercise of Conversion Rights. (a) Exercise of the conversion rights set forth in this Agreement (“Conversion Rights”) may be made at any time or times and before the close of business on the Termination Date by the surrender of this Agreement, the Note and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder hereof at the address of such holder appearing on the books of the Company), and thereupon the Holder shall be entitled to receive a certificate for the number of shares of Common Stock so converted.
(b) Certificates for shares converted hereunder shall be delivered to the Holder hereof within five (5) trading days after the date on which the Conversion Rights shall have been exercised as aforesaid. The Conversion Rights shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date the Conversion Rights have been exercised.
Exercise of Conversion Rights. Subject to Compliance with the HSR Act, each holder of Series A Preferred Stock shall have the right, at its option, at any time, to convert, subject to the terms and provisions of this Section 5, all or any portion of its Series A Preferred Stock then outstanding into such number of fully paid and non-assessable shares of Common Stock as results from dividing (i) the sum of (A) the aggregate Liquidation Preference of all shares of Series A Preferred Stock to be converted plus (B) any declared but unpaid dividends on such shares, by (ii) the applicable Conversion Price (as defined in Section 6 below) on the Conversion Date (as defined below). Such conversion shall be deemed to have been made at the close of business on the date that the certificate or certificates for shares of Series A Preferred Stock shall have been surrendered for conversion and written notice shall have been received as provided in Section 5(b) (the "Conversion Date"), so that the person or persons entitled to receive the shares of Common Stock upon conversion of such shares of Series A Preferred Stock shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be at the Conversion Price in effect at such time. Upon conversion of any shares of Series A Preferred Stock pursuant to this Section 5, the rights of the holder of such shares upon the Conversion Date shall be the rights of a holder of Common Stock only, and each such holder shall not have any rights in its former capacity as a holder of shares of Series A Preferred Stock.
Exercise of Conversion Rights. The Holder shall exercise the Holder's rights to convert as described herein by surrendering the Note to the Bank, at the offices of the Bank at Xxx Xxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 or at such other address as the Bank has provided to the Holder in writing. The Note shall be accompanied by written notice stating the portion of the Note which the Holder intends to convert, which if less than the amount of all outstanding amounts under the Note shall be no less than $100,000. No fractional shares or script representing fractional shares will be issued upon any conversion, but an adjustment in cash will be made in respect of any fraction of a share which would otherwise be issuable upon surrender of the Note for conversion. If any such conversion shall be for less than the full principal amount of the Note then outstanding, the Bank will forthwith issue to the Holder a new Note in the principal amount remaining after such conversion, dated the date hereof, and otherwise upon all of the terms and conditions and in the form hereof. The Note shall be deemed to have been converted immediately prior to the close of business on the day of surrender of the Note for conversion in accordance with the foregoing provisions, and at such time the rights of the Holder, as Holder of the Note, shall cease to the extent of the portion of the Note so converted and the Holder shall be treated for all purposes as the record holder of the Common Stock issuable upon conversion of the Note. As promptly as practicable on or after the date of any conversion in full or in part of the Note, but in no event later than five business days thereafter, FFG shall contribute the Shares to be issued to the Holder to the Bank and the Bank shall deliver to the Holder, or as the Holder may direct, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion together with (a) payment in lieu of any fraction of a share, as hereinabove provided, (b) in the case of any partial conversion of the Note, a new Note or Note as hereinabove provided and (c) interest through the date of conversion on the principal amount converted.
Exercise of Conversion Rights. In order to exercise the conversion privilege, the Holder of the New Subordinated Notes to be converted shall surrender the New Subordinated Notes to the conversion agent designated for such purpose by written notice to the Holders of such New Subordinated Notes by the Company (which may be the Company itself), with the Notice of Election to Convert in the form included in Exhibit E hereto, duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the surrendered New Subordinated Notes are registered, each New Subordinated Note surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or its duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.
Exercise of Conversion Rights. In order to exercise the conversion privilege, the Holder of the Notes to be converted shall surrender the Notes to the conversion agent designated for such purpose by written notice to the Holders of such Notes by the Company (which may be the Company itself), with the Notice of Election to Convert in the form included in EXHIBIT 4 hereto, duly completed and signed, at the principal office of the conversion agent. Unless the shares issuable on conversion are to be issued in the same name as the name in which the surrendered Notes are registered, each Note surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Company, duly executed by the Holder or its duly authorized attorney. If the Company fails to designate a conversion agent, the conversion agent shall be the Company.
Exercise of Conversion Rights. The rights of conversion herein provided shall be exercised by any holder of shares of Class A Preferred Stock by giving written notice that such holder elects to convert a stated number of shares of Class A Preferred Stock into Common Stock as shall be stated in the notice and by surrender of a certificate or certificates for the shares to be so converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holder or holders of the Class A Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.
Exercise of Conversion Rights. At any time and from time to time, but subject to Section 4.6, Lilly may elect to convert all or any portion of the Convertible Indebtedness into shares of Common Stock as follows:
Exercise of Conversion Rights. The Series C Preferred Stock Conversion Rights shall be exercised as follows:
Exercise of Conversion Rights. Any election by any Holder to convert shares of Series A Stock in connection with the registration of the underlying Registrable Securities hereunder may be made contingent upon the effectiveness of such registration statement or, in the case of an underwritten offering, the closing of such offering.
