Final Conversion. On the Final Conversion Date, each issued share of Class B Common Stock shall automatically, without any further action, convert into one fully paid and nonassessable share of Class A Common Stock. Following the Final Conversion Date, the Company shall not issue any additional shares of Class B Common Stock. Such conversion shall occur automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares (if any) are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates evidencing such shares of Class B Common Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Class B Common Stock, the holders of Class B Common Stock so converted shall surrender the certificates representing such shares (if any) at the office of the Company or any transfer agent for the Class A Common Stock.
Final Conversion. At any time following the Closing Date Closing Date, in lieu of an Investor's receipt of repayment of the principal of, and interest on, the Note in lawful currency of the United States in immediately available funds as provided in Section 3.4, such Investor may elect, in its sole discretion, to convert the Conversion Loan Amount into a number of shares of Common Stock (the "Final Conversion") determined by dividing the Conversion Loan Amount by the Applicable Conversion Price.
Final Conversion. Purchaser agrees on a best efforts basis to convert the Preferred Stock per the terms of the Offer dated February 7 and the Acceptance dated February 18, 2006 as to settlement with the debt with the inventor as identified in said documents. Unless otherwise extended by the Company, the conversion shall take place prior to the expiration of thirty-six (36) months from the date of the purchase of the Preferred Shares The Purchaser agrees to convert each Preferred Share owned into five (5) shares of the Common Stock with all attending rights of a holder of Common Stock. (r) Kolorfusion International, Inc. Rxxxxxxx X. Xxxxxx By: /s/ Sxxxxxx X. Xxxxx /s/ Rxxxxxxx Xxxxxx KOLORFUSION INTERNATIONAL, INC 7000 X. XXXXXX PARKWAY CENTENIAL, CO. 80112 300-000-0000 Fax 300-000-0000 To: Rxxxxxxx Xxxxxx From: Kolorfusion Date: March 31, 2006 Dear Mx. Xxxxxx Xxxxxx, It is understood that you are entering a Preferred Stock Purchase Agreement with the Company of this same date. Under the terms of the Agreement it is understood that you are assuming the debt of the Company due to the inventor in the amount of $655,238. The Chairman of Kolorfusion has advised that Jxxx-Xxxx Xxxxxxx (“the inventor”) in recent prior discussions has agreed to settle for $100,000 or less. If this settlement cannot be achieved, then it is agreed, at your option, that you may call upon the Company to indemnify for such amounts in excess of the $100,000, which were required for the settlement. Agreed this 31st day of March 2006. /s/ Sxxxxxx X. Xxxxx /s/ Txxxxx Xxxxxxxxx
Final Conversion. The Contractor shall complete Data Conversion and migration of the most recent seven (7) years of historical data as of the commencement of UAT. In addition, the Contractor shall have a process in place to convert data ongoing during UAT with the final conversion happening at implementation. a. $1,000 per Business Day that Data Conversion is not completed or applied as approved by the Department in the Detailed Project Schedule. Data Conversion must be approved by the Department before it is considered complete and before it is applied. b. $1,000 per Business Day beyond the agreed upon date in the Detailed Project Schedule that Data Conversion is not completed and UAT is delayed due to insufficient data.
