Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LP

Appears in 1 contract

Samples: Frozen Food Gift Group, Inc

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Form of Conversion Notice. ([To be executed by only upon Stock Purchase Right] Aprisma Management Technologies, Inc. The undersigned registered holder of the Holder in order within Stock Purchase Right hereby irrevocably converts such Stock Purchase Right with respect to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ /1/ shares of the aggregate outstanding Principal Amount (as defined in Common Stock which such holder would be entitled to receive upon the Note) indicated below of this Note into conversion thereof, and requests that the certificates for such shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersignedof, the undersigned will pay all transfer taxes payable with respect thereto and delivered to , whose address is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationDated: ____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Stock Purchase Right) ------------------------------------ (Street Address) ------------------------------------ (City) (State) (Zip Code) _______________________ /1/ Insert here the number of shares called for on the face of this Stock Purchase Right (or, in the case of a partial purchase, the portion thereof as to which is being purchased), in either case without making any adjustment for additional shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Stock Purchase Right, may be delivered upon purchase. In case of a partial purchase, a new Stock Purchase Right or Stock Purchase Rights will be issued and delivered, representing the unpurchased portion of the shares of Common Stock subject to the Stock Purchase Right, to the holder surrendering the Stock Purchase Right. FORM OF ASSIGNEMENT [To be executed only upon transfer of Stock Purchase Right] For value received, the undersigned registered holder of the within Stock Purchase Right hereby sells, assigns and transfers unto the right represented by such Stock Purchase Right to purchase __________/1/ shares of Common Stock of Aprisma Management Technologies, Inc. to which such Stock Purchase Right relates, and appoints ____________ Attorney to make such transfer on the books of Aprisma Management Technologies, Inc. maintained for such purpose, with full power of substitution in the premises. Dated: _________________________________ Date (Signature must conform in all respects to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount name of Note Being Converted _____________________________________________________________________ Aggregate Interest holder as specified on Amount Being Converted _____________________________________________________________________ Number the face of Shares Stock Purchase Right) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signed in the presence of: ------------------------- ------------------------- /1/ Insert here the number of shares called for on the face of this Stock Purchase Right (or, in the case of a partial purchase, the portion thereof as to which is being purchased), in either case without making any adjustment for additional shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Stock Purchase Right, may be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupdelivered upon purchase. In case of a partial purchase, Inc. Tangiers Investorsa new Stock Purchase Right or Stock Purchase Rights will be issued and delivered, LPrepresenting the unpurchased portion of the shares of Common Stock subject to the Stock Purchase Right, to the holder surrendering the Stock Purchase Right.

Appears in 1 contract

Samples: Aprisma Management Technologies Inc

Form of Conversion Notice. CONVERSION NOTICE The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (To which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be executed delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATEundersigned on account of interest accompanies this Security. Dated: ______________________ ______________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”Signature(s) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares or Securities are to be issued registered in the name of a person Person other than undersignedthe Holder, the undersigned will pay all transfer taxes payable with respect thereto please print such Person's name and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationaddress: _____________________________________________________________________ Date to Effect Conversion ______________________________(Name) _______________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted ______________________________(Address) _______________________________________ Number Social Security or other Identification Number, if any Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad - 15 under the Securities Exchange Act of Shares of Common Stock to be Issued _______________________________1934. ______________________________________ Applicable Conversion Price _____________________________________________________________________ [Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift GroupGuaranteed] If only a portion of the Securities is to be converted, Inc. Tangiers Investors, LPplease indicate:

Appears in 1 contract

Samples: Anadigics Inc

Form of Conversion Notice. (To be executed by CONVERSION NOTICE The undersigned Holder of this Security hereby irrevocably exercises the Holder in order option to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investorsthis Security, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ or any portion of the aggregate outstanding Principal Amount principal amount hereof (as defined which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into Ordinary Shares in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be delivered to and be registered in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as name of the date written undersigned unless a different name has been indicated below. If shares Ordinary Shares or Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the Company in accordance therewithundersigned on account of interest accompanies this Security. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationDated: _____________________________________________________________________ Date to Effect Conversion _______________________________ _______________________________________ Aggregate If shares or Securities are to be If only a portion of the Securities is registered in the name of a Person to be converted, please indicate: other than the Holder, please print such Person's name and Principal Amount of Note Being Converted amount to be converted: address: U.S. $___________________________________ ___________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number Principal amount and denomination of Shares of Common Stock Name Securities representing unconverted principal amount to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name __________________________________issued: ___________________________________ Address Convertible Note Frozen Food Gift GroupAmount U.S. $__________ (U.S. $1,000 or any integral multiple of ___________________________________ U.S. $1,000 in excess thereof, Inc. Tangiers Investorsprovided Social Security or other that the unconverted portion of such Identification Number, LPif any principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) ___________________________________ [Signature Guaranteed

Appears in 1 contract

Samples: Indenture (Amdocs LTD)

Form of Conversion Notice. (To be executed by To: CMS Energy Corporation The undersigned registered holder of this 2023 Note hereby exercises the Holder in order option to convert that certain this 2023 Note, or portion hereof (which is $12,000 Convertible Promissory Note identified as the Note1,000 principal amount or an integral multiple thereof) DATE: ____________________________ FROM: Tangiers Investorsdesignated below, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into for shares of Common StockStock of CMS Energy Corporation in accordance with the terms of the Indenture referred to in this 2023 Note, $0.00001 par value per shareand directs that the shares, of FROZEN FOOD GIFT GROUPif any, INC. (the “Company”) according issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any 2023 Notes representing any unconverted principal amount hereof, be issued and delivered to the conditions hereof, as of the date written registered holder hereof unless a different name has been indicated below. If shares or any portion of this 2023 Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewiththereto. No fee will This notice shall be charged deemed to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as be an irrevocable exercise of the date hereof that, after giving effect option to the conversion of convert this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this 2023 Note. Conversion informationDated: ____________________________________ __________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares a major stock exchange if shares of Common Stock are to be Issued _____________________________________________________________________ Applicable Conversion Price ___________________________________issued, or 2023 Notes to be delivered, other than to or in the name of the registered holder. __________________________________ Signature _________________________________________Guarantee Fill in for registration of shares if to be delivered, and 2023 Notes if to be issued other than to and in the name of registered holder: ____________________________ Name _________________________________________Principal amount to be purchased (Name) (if less than all): ____________________________ Address Convertible Note Frozen Food Gift Group(Street Address) $______,000 ____________________________ (City, Inc. Tangiers Investors, LPstate and zip code) Social Security or other taxpayer number Please print name and address

Appears in 1 contract

Samples: Supplemental Indenture (CMS Energy Corp)

Form of Conversion Notice. The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (To which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 or an integral multiple of $1,000 in excess thereof) below designated, into Class A Shares in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be executed delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Class A Shares or Securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Holder undersigned on account of interest accompanies this Security. Dated: ------------------------- --------------------------------- Fill in order for registration of Class A Shares if to convert that certain $12,000 Convertible Promissory Note identified as be issued, and Securities if to be delivered, other than to and in the Notename of the registered holder. --------------------------------- Signature(s) DATE: --------------------------------- (Name) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. --------------------------------- Signature Guaranteed FORM OF ASSIGNMENT For value received ________________________ hereby sells(s), assign(s) and transfer(s) unto ______________________ (Please insert social security or other identifying number of assignee) the within Security, and hereby irrevocably constitutes and appoints __________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, as attorney to Tangiers Investors, LP transfer the said Security on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ the books of the aggregate outstanding Principal Amount (as defined Company, with full power of substitution in the Notepremises. Dated: ---------------------------------- Signature(s) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”Signature(s) according to the conditions hereof, as of the date written below. If shares are to must be issued guaranteed by an Eligible Guarantor Institution with membership in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note an approved signature guarantee program pursuant to this Conversion Notice, Rule 17Ad-15 under the undersigned will not exceed the “Restricted Ownership Percentage” contained in this NoteSecurities Exchange Act of 1934. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ ---------------------------------- Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPGuarxxxxxx

Appears in 1 contract

Samples: Budget Group Inc

Form of Conversion Notice. To: Xxxxx 0 Communications, Inc. The undersigned owner of the Note hereby irrevocably exercises the option to convert this Note, or portion hereof (To which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of Xxxxx 0 Xxxxxxxxxxxxxx, Xxx., in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Notes representing any unconverted principal amount hereof, be executed issued and delivered to the owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Holder undersigned on account of interest and taxes accompanies this Note. Dated: Fill in order for registration of shares if to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: be __________________________________ FROM: Tangiers Investorsdelivered, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUPand Notes if to be issued, INC., a Delaware corporation, other than to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $__________________________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued and in the name of a person the owner __________________________________ (Please Print): Signature __________________________________ Principal amount to be converted (if less than all): (Name) ______________________________________ $____,000 __________________________________ ______________________________________ (Street Address) Social Security or other than undersignedTaxpayer Identification Number __________________________________ (City, the undersigned will pay all transfer taxes payable with respect thereto State and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationZip Code) Signature Guarantee: _____________________________________________________________________ Date Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock Securities and Exchange Commission Rule 17Ad-15 if shares are to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupissued, Inc. Tangiers Investorsor Notes are to be delivered, LPother than to and in the name of the registered holder. ASSIGNMENT FORM To assign this Note, fill in the form below:

Appears in 1 contract

Samples: Supplemental Indenture (Level 3 Communications Inc)

Form of Conversion Notice. ([To be executed by only upon conversion of Warrant] To XXXXXXX XXXXXX HOLDINGS, INC. The undersigned registered holder of the Holder in order within Warrant hereby irrevocably converts such Warrant with respect to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ /1/ shares of the aggregate outstanding Principal Amount (as defined in Class A Common Stock which such holder would be entitled to receive upon the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions exercise hereof, as of and requests that the date written below. If certificates for such shares are to be issued in the name of a person other than undersignedof, the undersigned will pay all transfer taxes payable with respect thereto and delivered to , whose address is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationDated: _____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Warrant) _________________________________ Date to Effect Conversion ____________________________________(Street Address) _________________________________ Aggregate Principal Amount of Note Being Converted (City) (State) (Zip Code) _____________________ /1/ Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial conversion, the portion thereof as to which this Warrant is being converted), in either case without making any adjustment for additional shares of Class A Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial conversion, a new Warrant or Warrants will be issued and delivered, representing the unconverted portion of the Warrant, to the holder surrendering the Warrant. FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase ________________/1/ shares of Class A Common Stock of XXXXXXX XXXXXX HOLDINGS, INC. to which such Warrant relates, and appoints Attorney to make such transfer on the books of XXXXXXX XXXXXX HOLDINGS, INC. maintained for such purpose, with full power of substitution in the premises. Dated: _________________________________ Aggregate Interest (Signature must conform in all respects to name of holder as specified on Amount Being Converted ____________________________________the face of Warrant) _________________________________ Number of Shares of Common Stock to be Issued ____________________________________(Street Address) _________________________________ Applicable Conversion Price ___________________________________________(City) (State) (Zip Code) Signed in the presence of: __________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group/1/ Insert here the number of shares called for on the face of this Warrant (or, Inc. Tangiers Investorsin the case of a partial exercise, LPthe portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for additional shares of Class A Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In the case of a partial exercise, a new Warrant or Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. EXHIBIT D --------- This warrant and any shares represented by this warrant have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act and applicable state securities laws or pursuant to an exemption from such registration. The voting of the shares of stock issuable pursuant to this warrant, and the sale, encumbrance or other disposition of such stock and this warrant are subject to the provisions of a Stockholders Agreement dated as of December 16, 1999 (the "Stockholders Agreement") to which the issuer and certain of its stockholders are party. Furthermore, such stock and this warrant may be sold or otherwise transferred only in compliance with the Stockholders Agreement. A complete and correct copy of the Stockholders Agreement may be inspected at the principal office of the issuer or obtained from the issuer without charge. XXXXXXX XXXXXX HOLDINGS, INC. Class D Common Stock Purchase Warrant No. [ ] Xxxxx, Pennsylvania December 16, 1999 THIS CERTIFIES THAT, for value received, and subject to the conditions on exercise and other provisions hereinafter set forth, [ ] or transferees permitted under the Stockholders Agreement ("Holder") is entitled to purchase from Xxxxxxx Xxxxxx Holdings, Inc., a Delaware corporation (the "Company"), under the conditions specified in this Warrant (the "Warrant"), [ ] shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Class A Common Stock, $0.01 par value per share ("Class A Common Stock"), of the Company at an initial exercise price of $167.00 per share (such exercise price, as from time to time adjusted in accordance with the terms hereof, the "Warrant Price"). Certain capitalized terms used in this Warrant are defined in Section 12 below.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Talentpoint Inc)

Form of Conversion Notice. ([To be executed by only upon conversion of Warrant] To Aprisma Management Technologies, Inc. The undersigned registered holder of the Holder in order within Warrant hereby irrevocably converts such Warrant with respect to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: __________/1/ shares of the Common Stock which such holder would be entitled to receive upon the exercise hereof, and requests that the certificates for such shares be issued in the name of, and delivered to , whose address is . Dated: --------------------------------- (Signature must conform in all respects to name of holder as specified on the face of Warrant) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) ---------------------------- /1/ Insert here the number of shares called for on the face of this Warrant (or, in the case of a partial exercise, the portion thereof as to which this Warrant is being exercised), in either case without making any adjustment for additional shares of Common Stock or any other stock or other securities or FORM OF ASSIGNMENT property or cash which, pursuant to the adjustment provisions of this Warrant, may be delivered upon exercise. In case of a partial exercise, a new Warrant or [To be executed only upon transfer of Warrant] Warrants will be issued and delivered, representing the unexercised portion of the Warrant, to the holder surrendering the Warrant. FORM OF ASSIGNMENT [To be executed only upon transfer of Warrant] For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto the right represented by such Warrant to purchase __________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into /1/ shares of Common StockStock of Aprisma Management Technologies, $0.00001 par value per shareInc. to which such Warrant relates, and appoints Attorney to make such transfer on the books of FROZEN FOOD GIFT GROUPAprisma Management Technologies, INC. (the “Company”) according to the conditions hereofInc. maintained for such purpose, as with full power of the date written below. If shares are to be issued substitution in the premises. Dated: --------------------------------- (Signature must conform in all respects to name of a person other than undersigned, holder as specified on the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by face of Warrant) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signed in the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPpresence of:

Appears in 1 contract

Samples: Aprisma Management Technologies Inc

Form of Conversion Notice. (To be executed by To: CMS Energy Corporation The undersigned registered holder of this 2023 Note hereby exercises the Holder in order option to convert that certain this 2023 Note, or portion hereof (which is $12,000 Convertible Promissory Note identified as the Note1,000 principal amount or an integral multiple thereof) DATE: ____________________________ FROM: Tangiers Investorsdesignated below, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into for cash and shares of Common StockStock of CMS Energy Corporation in accordance with the terms of the Indenture referred to in this 2023 Note, $0.00001 par value per shareand directs that the shares, of FROZEN FOOD GIFT GROUPif any, INC. (the “Company”) according issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any 2023 Notes representing any unconverted principal amount hereof, be issued and delivered to the conditions hereof, as of the date written registered holder hereof unless a different name has been indicated below. If shares or any portion of this 2023 Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewiththereto. No fee will This notice shall be charged deemed to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as be an irrevocable exercise of the date hereof that, after giving effect option to the conversion of convert this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this 2023 Note. Conversion informationDated: ---------------------------------------- ---------------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if cash and shares of Common Stock are to be issued, or 2023 Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and 2023 Notes if to be issued other than to and in the name of registered holder: ------------------------------------- Principal amount to be purchased (if (Name) less than all): ------------------------------------- (Street Address) $_____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group,000 ------------------------------------- Social Security or other taxpayer number (City, Inc. Tangiers Investors, LPstate and zip code) Please print name and address

Appears in 1 contract

Samples: Sixteenth Supplemental Indenture (CMS Energy Corp)

Form of Conversion Notice. (To be executed by the registered Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 The undersigned hereby elects to convert the specified principal amount of the 8% Subordinated Convertible Note (this the “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stockcommon stock, $0.00001 par value $0.001 per share, of FROZEN FOOD GIFT GROUP, INC. share (the “CompanyCommon Stock) ), of AIR INDUSTRIES GROUP, a Nevada corporation, according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount amount of Note Being Converted ___owned prior to conversion __________________________________________________________________ Aggregate Interest on Amount Being Converted ___Principal amount of Note to be converted (including accrued but unpaid interest thereon) __________________________________________________________________ Number of Shares shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature ___Principal amount of Note owned subsequent to Conversion __________________________________________________________________ Name ______of Holder By _______________________________________________________________ Address Name: Title: Schedule II CONVERSION SCHEDULE This Conversion Schedule reflects conversions of the 8% Subordinated Convertible Note Frozen Food Gift issued by AIR INDUSTRIES GROUP Date of Conversion Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT AIR INDUSTRIES GROUP Warrant Shares: February , 2017 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on January 31, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Air Industries Group, Inc. Tangiers Investorsa Nevada corporation (the “Company”), LPup to ___________ (______) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Subscription Agreement (Air Industries Group)

Form of Conversion Notice. (To be executed by the Holder in order If you want to convert that certain this Note into Common Stock of the Company, check the box: [ ] To convert only part of this Note, state the Principal Amount at Maturity to be converted (which must be $12,000 Convertible Promissory Note identified as the Note) DATE: 1,000 or an integral multiple of $1,000): $__________________________________ FROM: Tangiers InvestorsIf you want the stock certificate made out in another person's name, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined fill in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written form below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: ________________________________________________________________________________ Date to Effect Conversion ________________________________________________________________________________ Aggregate Principal Amount of Note Being Converted ________________________________________________________________________________ Aggregate Interest on Amount Being Converted (Insert other person's social security no. or tax ID no.) ________________________________________________________________________________ Number of Shares of Common Stock to be Issued ________________________________________________________________________________ Applicable Conversion Price ________________________________________________________________________________ Signature (Print or type other person's name, address and zip code) Date:________________________ Signed:__________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:________________________________ Name EXHIBIT B FORM OF PURCHASE NOTICE ________________, ___ [ ], as Registrar [address] Re: Purchase of $________ Principal Amount at Maturity of Zero Coupon Convertible Senior Notes Due 2021 (the "Notes") of Beckxxx Xxxlxxx, Xxc. (the "Company") This is a Purchase Notice as defined in Section 310 of the First Supplemental Indenture, dated as of June _________________, 2001 (the "Supplemental Indenture"), among the Company, Coulxxx Xxxporation, Hybritech Incorporated, and Citibank, N.A. (the "Trustee") under the Senior Indenture dated as of April 25, 2001 between the Company and the Trustee (the "Base Indenture" and, together with the Supplemental Indenture, the "Indenture"). Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Notes: _____________________________ Address Convertible Note Frozen Food Gift GroupI intend to deliver the following aggregate Principal Amount at Maturity of Notes for purchase by the Company pursuant to Section 310(a) of the Supplemental Indenture (in multiples of $1,000): $_____________________________ I hereby agree that the Notes will be purchased as of the Purchase Date pursuant to the terms and conditions of the Notes and the Indenture. In the event that the Company elects, Inc. Tangiers Investorspursuant to Section 310(b) of the Supplemental Indenture, LPto pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Purchase Price is ultimately payable entirely in cash because any of the conditions to payment of the Purchase Price in Common Stock is not satisfied prior to the close of business on the Purchase Date, I elect: CHECK ONE BOX BELOW

Appears in 1 contract

Samples: Supplemental Indenture (Beckman Coulter Inc)

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATETo: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013TRAVELERS PROPERTY CASUALTY CORP. The undersigned on behalf beneficial owner of Tangiers Investors, LP, the Note hereby elects irrevocably exercises the option to convert this Note, or portion hereof (which is $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note25 or an integral multiple thereof) indicated below of this Note designated, into shares of Class A Common StockStock of Travelers Property Casualty Corp. in accordance with the terms of the Indenture referred to in this Note, $0.00001 par value per shareand directs that the shares issuable and deliverable upon the conversion, of FROZEN FOOD GIFT GROUPtogether with any check in payment for fractional shares and Notes representing any unconverted principal amount hereof, INC. (the “Company”) according be issued and delivered to the conditions hereof, as of the date written beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested thereto. Any amount required to be paid by the Company in accordance therewith. No fee will be charged to the holder for any conversionundersigned on account of interest, except for such transfer taxesliquidated damages, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in and taxes accompanies this Note. Conversion informationDated: _____________________________________________________________________ Date Fill in for registration of shares if to Effect Conversion _________________________________be delivered, and Notes if to ____________________________________ Aggregate Principal Amount be issued, other than to and in the name of Note Being Converted _________________________________the beneficial owner ____________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock (Please Print): Signature(s) Principal amount to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature ______________________________converted (if less than all): _______________________________________ Name $_______________________________ _______________________________________ Address ____________________________________ (Street Address) Social Security or other Taxpayer Identification Number _______________________________________ (City, State and Zip Code) Signature Guarantee: _______________________________________ Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Note Frozen Food Gift GroupSubordinated Notes are to be delivered, Inc. Tangiers Investorsother than to and in the name of the registered holder(s). ASSIGNMENT FORM To assign this Note, LPfill in the form below:

Appears in 1 contract

Samples: First Supplemental Indenture (Travelers Property Casualty Corp)

Form of Conversion Notice. (To be executed by To: CMS Energy Corporation The undersigned registered holder of this 2023 Note hereby exercises the Holder in order option to convert this 2023 Note, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for cash and shares of Common Stock of CMS Energy Corporation in accordance with the terms of the Indenture referred to in this 2023 Note, and directs that certain $12,000 Convertible Promissory the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any 2023 Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this 2023 Note identified as not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this 2023 Note) DATE. Dated: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $____________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into a major stock exchange if cash and shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares Stock are to be issued issued, or 2023 Notes to be delivered, other than to or in the name of a person the registered holder. ____________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and 2023 Notes if to be issued other than undersigned, to and in the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as name of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationregistered holder: _______________________________________ (Name) Principal amount to be purchased (if less than all): _______________________________ Date to Effect Conversion (Street Address) $______________________________________,000 _______________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group(City, Inc. Tangiers Investors, LPstate and zip code) Social Security or other taxpayer number Please print name and address

Appears in 1 contract

Samples: CMS Energy Corp

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 236,500 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers InvestorsInvestment Group, LP LLC Re: $12,000 236,500 Convertible Promissory Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC.Players Network, a Delaware Nevada corporation, to Tangiers InvestorsInvestment Group, LP LLC on June 1October 13, 20132014. The undersigned on behalf of Tangiers InvestorsInvestment Group, LPLLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 0.001 par value per share, of FROZEN FOOD GIFT GROUP, INC. Players Network (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPAddress

Appears in 1 contract

Samples: Players Network

Form of Conversion Notice. (To be executed by To: Bausch & Lomb Incorporated The undersigned registered Holder of this security hereby exercises the Holder in order option to convert this security, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for shares of Common Stock of Bausch & Lomb Incorporated in accordance with the terms of the Indenture referred to in this security, and directs that certain $12,000 Convertible Promissory Note identified as the Noteshares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion in lieu of fractional shares, and any securities representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If shares or any portion of this security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this security. Dated: ----------------------------------------------- ----------------------------------------------- Signature(s) DATESignature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or securities to be delivered, other than to or in the name of the registered Holder. ----------------------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and securities if to be issued other than to and in the name of registered Holder: --------------------------------- Certificate No(s) of securities (not (Name) required for Global Securities) _________ --------------------------------- Principal amount to be converted (Street Address) (if less than all): $______,000 --------------------------------- --------------------------------------------- (City state and zip code) Social Security or Other Taxpayer I.D. Number Please print name and address A-23 FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Bausch & Lomb Incorporated The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the check in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any portion of this security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ----------------------------------------------- ----------------------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if securities are to be delivered, other than to or in the name of the registered Holder. ----------------------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and securities if to be issued other than to and in the name of registered Holder: --------------------------------- Certificate No(s) of securities (not required (Name) for Global Securities) ____________________ FROM: Tangiers Investors, LP Re: $12,000 Note --------------------------------- Principal amount to be purchased (this “Note”Street Address) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert (if less than all): $______,000 --------------------------------- --------------------------------------------- (City state and zip code) Social Security or Other Taxpayer Number Please print name and address A-24 FORM OF REPURCHASE NOTICE To: Bausch & Lomb Incorporated The undersigned registered Holder of this security hereby acknowledges receipt of a notice from Bausch & Lomb Incorporated (the "Company") as to the Holder's option to require the Company to repurchase this security and requests and instructs the Company to repurchase this security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms and conditions specified in this security and the Indenture referred to in this security and directs that the consideration in payment for this security or the portion thereof and any securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. The Senior Convertible Notes shall be purchased as of the Repurchase Date pursuant to the terms and conditions specified in the Senior Convertible Notes and in the Indenture. In the event the Company elected, pursuant to the notice that it is required to give, to pay the Purchase Price in shares of Common Stock, but the Purchase Price is ultimately paid to the Holder entirely in cash because any of the conditions to payment of the Purchase Price, or any portion of the Purchase Price, in shares of Common Stock is not satisfied prior to the close of business on the last Business Day prior to the Repurchase Date, the undersigned elects1 [strike out the inapplicable election]: (A) to withdraw the purchase notice as to $_________ in aggregate principal amount of the Senior Convertible Notes to which it relates; or (B) to receive cash in respect of the entire Purchase Price for all Senior Convertible Notes subject to the purchase notice. If any portion of this security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. The term "consideration" as used within this paragraph shall mean cash or Common Stock. Dated: ----------------------------------------------- ----------------------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if securities are to be delivered, other than to or in the name of the registered Holder. ----------------------------------------------- Signature Guarantee Fill in for registration of securities if to be issued other than to and in the name of registered Holder: --------------------------------- Certificate No(s) of securities (not required (Name) for Global Securities) ____________________ of the aggregate outstanding --------------------------------- Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are amount to be issued in the name of a person other purchased (Street Address) (if less than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: all): $_____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ ,000 --------------------------------- --------------------------------------------- (City state and zip code) Social Security or Other Taxpayer Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPPlease print name and address

Appears in 1 contract

Samples: Lomb Incorporated (Bausch & Lomb Inc)

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATETo: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUPVISHAY INTERTECHNOLOGY, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below beneficial owner of this Note hereby irrevocably exercises the option to convert this Note, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common StockStock of Vishay Intertechnology, $0.00001 par value per shareInc. in accordance with the terms of the Indenture referred to in this Note, of FROZEN FOOD GIFT GROUPand directs that the shares issuable and deliverable upon the conversion, INC. (the “Company”) according together with any check in payment for fractional shares and Notes representing any unconverted principal amount hereof, be issued and delivered to the conditions hereof, as of the date written beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested thereto. Any amount required to be paid by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as on account of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in interest and taxes accompanies this Note. Conversion informationDated: ________________________________------------------------------------ Fill in for registration of shares if ------------------------------------ to be delivered, and Notes if to be issued, other than to and in the name ------------------------------------ of the beneficial owner (Please Print): Signature(s) _____________________________________ Date Principal amount to Effect Conversion ________________________________be converted (Name) (if less than all): _____________________________________ Aggregate Principal Amount of Note Being Converted $_________________________________,000 (Street Address) ____________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Social Sxxxxxxx xx xxxxx Taxpayer (City, State and Zip Code) Identification Number of Shares of Common Stock Signature Guarantee:* -------------------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupissued, Inc. Tangiers Investorsor Notes are to be delivered, LPother than to and in the name of the registered Holder(s). ASSIGNMENT FORM To assign this Note, fill in the form below:

Appears in 1 contract

Samples: Indenture (Vishay Intertechnology Inc)

Form of Conversion Notice. (To be executed by To: CMS Energy Corporation The undersigned registered holder of this 2023 Note hereby exercises the Holder in order option to convert this 2023 Note, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for cash and shares of Common Stock of CMS Energy Corporation in accordance with the terms of the Indenture referred to in this 2023 Note, and directs that certain $12,000 Convertible Promissory the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any 2023 Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this 2023 Note identified as not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this 2023 Note) DATE. Dated: __________________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $__________________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into a major stock exchange if shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares Stock are to be issued issued, or 2023 Notes to be delivered, other than to or in the name of a person the registered holder. __________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and 2023 Notes if to be issued other than undersigned, to and in the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as name of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationregistered holder: _____________________________________________________________________ Date Principal amount to Effect Conversion ________________________________be purchased (Name) (if less than all): _____________________________________ Aggregate Principal Amount of Note Being Converted (Street Address) $________________________________,000 _____________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group(City, Inc. Tangiers Investors, LPstate and zip code) Social Security or other taxpayer number Please print name and address

Appears in 1 contract

Samples: Sixteenth Supplemental Indenture (CMS Energy Corp)

Form of Conversion Notice. (To be executed by the Holder in order to convert all or part of that certain $12,000 220,000 Convertible Promissory Note identified as the Note) DATE: ______________________________ FROM: Tangiers InvestorsInvestment Group, LP LLC Re: $12,000 220,000 Convertible Promissory Note (this "Note") originally issued by FROZEN FOOD GIFT GROUP, INC.Empire Global Corp, a Delaware corporation, to Tangiers InvestorsInvestment Group, LP LLC on June 1July 9, 20132015. The undersigned on behalf of Tangiers InvestorsInvestment Group, LPLLC, hereby elects to convert $___________$ ____________ of the aggregate outstanding Principal Amount Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 0.0001 par value per share, of FROZEN FOOD GIFT GROUP, INC. Empire Global Corp (the "Company”) "), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the "Restricted Ownership Percentage" contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount Sum of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Interest/Fees Being Converted _______________________________________________ Remaining Principal Balance _______________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _______________________________________________ Address _______________________________________________ Address _______________________________________________ EXHIBIT B WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Empire Global Corp The undersigned, being directors of Empire Global Corp, a Delaware corporation (the "Company"), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions: Convertible Note Frozen Food Gift with Tangiers Investment Group, Inc. LLC The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $220,000 with Tangiers InvestorsInvestment Group, LPLLC. The documents agreed to and dated July 9, 2015 are as follows:

Appears in 1 contract

Samples: Empire Global Corp.

Form of Conversion Notice. (To be executed by To: CMS Energy Corporation The undersigned registered holder of this 2023 Note hereby exercises the Holder in order option to convert that certain this 2023 Note, or portion hereof (which is $12,000 Convertible Promissory Note identified as the Note1,000 principal amount or an integral multiple thereof) DATE: ____________________________ FROM: Tangiers Investorsdesignated below, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into for shares of Common StockStock of CMS Energy Corporation in accordance with the terms of the Indenture referred to in this 2023 Note, $0.00001 par value per shareand directs that the shares, of FROZEN FOOD GIFT GROUPif any, INC. (the “Company”) according issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any 2023 Notes representing any unconverted principal amount hereof, be issued and delivered to the conditions hereof, as of the date written registered holder hereof unless a different name has been indicated below. If shares or any portion of this 2023 Note not converted are to be issued in the name of a person Person other than the undersigned, the undersigned will shall pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewiththereto. No fee will This notice shall be charged deemed to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as be an irrevocable exercise of the date hereof that, after giving effect option to the conversion of convert this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this 2023 Note. Conversion informationDated: _______________________________________ _______________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares a major stock exchange if shares of Common Stock are to be Issued _____________________________________________________________________ Applicable Conversion Price ______________________________________issued, or 2023 Notes to be delivered, other than to or in the name of the registered holder. _______________________________ Signature ___________________________________________Guarantee Fill in for registration of shares if to be delivered, and 2023 Notes if to be issued other than to and in the name of registered holder: __________________________ Name ___________________________________________Principal amount to be purchased (Name) (if less than all): __________________________ Address Convertible Note Frozen Food Gift Group(Street Address) $______,000 __________________________ (City, Inc. Tangiers Investors, LPstate and zip code) Social Security or other taxpayer number Please print name and address

Appears in 1 contract

Samples: Consumers Energy Co

Form of Conversion Notice. The undersigned hereby irrevocably elects to convert US$ ________________ of the principal amount of the above Debenture into Shares of Common Stock of Fox Petroleum, Inc., according to the conditions stated therein, as of the Conversion Date written below. Conversion Date: Applicable Conversion Price: Signature: Name: Address: Amount to be converted: US$ Amount of Debenture unconverted: US$ Conversion Price per share: US$ Number of shares of Common Stock to be issued: Please issue the shares of Common Stock in the following name and to the following address: Issue to: Authorized Signature: Name: Title: Phone Number: Broker DTC Participant Code: Account Number: Please issue the shares of Common Stock in the following name and to the following address: * Note that receiving broker must initiate transaction on DWAC System. EXHIBIT I-1 EXHIBIT II TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS _________, 200___ ________ Attention: RE: FOX PETROLEUM, INC. Ladies and Gentlemen: We are counsel to Fox Petroleum, Inc., a corporation organized under the laws of ________________ (To the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of ____________ ___, 2008 (the “Securities Purchase Agreement”), entered into by and among the Company and Trafalgar Capital Specialized Investment Fund, Luxembourg (collectively the “Buyer”) pursuant to which the Company has agreed to sell to the Buyer up to secured redeemable convertible debentures (“Debentures”), which shall be executed convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $____ per share (the “Common Stock”), in accordance with the terms of the Debentures and the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of _____________ ___, 2008, with the Buyer (the “Investor Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion Shares and the shares underlying certain warrants (“Warrant Shares”) held by the Holder in Buyer under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Securities Purchase Agreement and the Registration Rights Agreement, on _______ , 2008, the Company filed a Registration Statement (File No. ___-_________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the sale of the Conversion Shares and the Warrant Shares. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ____ P.M. on __________, 2008 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Conversion Shares are available for sale under the 1933 Act pursuant to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATERegistration Statement. The Buyer has confirmed it shall comply with all securities laws and regulations applicable to it including applicable prospectus delivery requirements upon sale of the Conversion Shares. Very truly yours, [Company Counsel] By: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______EXHIBIT II-1 EXHIBIT III TO IRREVOCABLE TRANSFER AGENT INSTRUCTIONS FORM OF OPINION ________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: 2008 VIA FACSIMILE AND REGULAR MAIL ___________________________________________________________ Attention: RE: Fox Petroleum, Inc. Ladies and Gentlemen: We have acted as special counsel to Fox Petroleum Inc. (the “Company”), in connection with the registration of ___________ Date to Effect Conversion shares (the “Shares”) of its common stock with the Securities and Exchange Commission (the “SEC”). We have not acted as your counsel. This opinion is given at the request and with the consent of the Company. In rendering this opinion we have relied on the accuracy of the Company’s Registration Statement, as amended (the “Registration Statement”), filed by the Company with the SEC on _________ ___________________________________________________, 2008. The Company filed the Registration Statement on behalf of certain selling stockholders (the “Selling Stockholders”). This opinion relates solely to the Selling Shareholders listed on Exhibit “A” hereto and number of Shares set forth opposite such Selling Stockholders’ names. The SEC declared the Registration Statement effective on __________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest , 2008. We understand that the Selling Stockholders acquired the Shares in a private offering exempt from registration under the Securities Act of 1933, as amended. Information regarding the Shares to be sold by the Selling Shareholders is contained under the heading “Selling Stockholders” in the Registration Statement, which information is incorporated herein by reference. This opinion does not relate to the issuance of the Shares to the Selling Stockholders. The opinions set forth herein relate solely to the sale or transfer by the Selling Stockholders pursuant to the Registration Statement under the Federal laws of the United States of America. We do not express any opinion concerning any law of any state or other jurisdiction. In rendering this opinion we have relied upon the accuracy of the foregoing statements. Based on Amount Being Converted _____________________________________________________________________ Number the foregoing, it is our opinion that the sale of Shares has been registered with the Securities and Exchange Commission under the Securities Act of Common 1933, as amended, and that upon any sale of the Shares pursuant to the registration statement at a time when such registration statement is effective, the share certificates issuable to the purchase may be issued without any restrictive legend under the Securities Act of 1933. This opinion relates solely to the number of Shares set forth opposite the Selling Stockholders listed on Exhibit “A” hereto. This opinion is furnished to you specifically in connection with the issuance of the Shares, and solely for your information and benefit. This letter may not be relied upon by you in any other connection, and it may not be relied upon by any other person or entity for any purpose without our prior written consent. This opinion may not be assigned, quoted or used without our prior written consent. The opinions set forth herein are rendered as of the date hereof and we will not supplement this opinion with respect to changes in the law or factual matters subsequent to the date hereof. Very truly yours, THE LAW OFFICE OF XXXXX X. XXXXXXX XX, P.A. EXHIBIT III-2 EXHIBIT “A” (LIST OF SELLING STOCKHOLDERS) Name: No. of Shares: EXHIBIT III SELLING SHAREHOLDER UNDERTAKING TO: FOX PETROLEUM INC., a Nevada Corporation (the “Company”) FROM: THE UNDERSIGNED SHAREHOLDER OF THE COMPANY (the “Shareholder”) RE: Form <*> Registration Statement (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933 (the “1933 Act ”) – File Number <*> In consideration of the Company instructing Empire Stock Transfer Inc., the Company’s transfer agent, to remove the restrictive legend placed on the share certificates representing the shares held by or to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupissued to the Shareholder that have been qualified for resale by the Registration Statement (the “Shares”), Inc. Tangiers Investors, LPthe Shareholder agrees:

Appears in 1 contract

Samples: Irrevocable Transfer Agent Instructions (Fox Petroleum Inc.)

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June July 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LP

Appears in 1 contract

Samples: Frozen Food Gift Group, Inc

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Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 11,273 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 11,273 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1August 8, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LP

Appears in 1 contract

Samples: Frozen Food Gift Group, Inc

Form of Conversion Notice. CONVERSION NOTICE The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (To which is an integral multiple of $1,000) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be executed delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATEundersigned on account of interest accompanies this Security. Dated: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature ____________________________________________If shares or Securities are to be If only a portion of the Securities is registered in the name of a Person to be converted, please indicate: other than the Holder, please print such Person's name and address: 1. Principal amount to be converted: _________________________ Name $_____________________________________________ Name 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: _________________________ Address Convertible Note Frozen Food Gift GroupAmount: $________ Denominations: $________ _________________________ (any integral multiple of $1,000) Social Security or other Taxpayer Identification Number, Inc. Tangiers Investorsif any Signature must be guaranteed by an eligible Guarantor Institution (banks, LPstockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if cash or Common Stock is to be delivered other than to, and in the name of, the registered Holder. [Signature Guarantee] ARTICLE THREE

Appears in 1 contract

Samples: Indenture (Interim Services Inc)

Form of Conversion Notice. ([To be executed by only upon Stock Purchase Right] [Name of Subsidiary]: The undersigned registered holder of the Holder in order within Stock Purchase Right hereby irrevocably converts such Stock Purchase Right with respect to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ /1/ shares of the aggregate outstanding Principal Amount (as defined in Common Stock which such holder would be entitled to receive upon the Note) indicated below of this Note into conversion thereof, and requests that the certificates for such shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersignedof, the undersigned will pay all transfer taxes payable with respect thereto and delivered to , whose address is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationDated: ____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Stock Purchase Right) ------------------------------------ (Street Address) ------------------------------------ (City) (State) (Zip Code) _______________________ /1/ Insert here the number of shares called for on the face of this Stock Purchase Right (or, in the case of a partial purchase, the portion thereof as to which is being purchased), in either case without making any adjustment for additional shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Stock Purchase Right, may be delivered upon purchase. In case of a partial purchase, a new Stock Purchase Right or Stock Purchase Rights will be issued and delivered, representing the unpurchased portion of the shares of Common Stock subject to the Stock Purchase Right, to the holder surrendering the Stock Purchase Right. FORM OF ASSIGNEMENT [To be executed only upon transfer of Stock Purchase Right] For value received, the undersigned registered holder of the within Stock Purchase Right hereby sells, assigns and transfers unto the right represented by such Stock Purchase Right to purchase __________/1/ shares of Common Stock of [Name of Subsidiary] Inc. to which such Stock Purchase Right relates, and appoints ____________ Attorney to make such transfer on the books of [Name of Subsidiary] Inc. maintained for such purpose, with full power of substitution in the premises. Dated: _________________________________ Date (Signature must conform in all respects to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount name of Note Being Converted _____________________________________________________________________ Aggregate Interest holder as specified on Amount Being Converted _____________________________________________________________________ Number the face of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPPurchase Right) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signed in the presence of: -------------------------

Appears in 1 contract

Samples: Cabletron Systems Inc

Form of Conversion Notice. To: THE GAP, INC. The undersigned beneficial owner of the Senior Convertible Note hereby irrevocably exercises the option to convert this Senior Convertible Note, or portion hereof (To which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of The Gap, Inc. in accordance with the terms of the Indenture referred to in this Senior Convertible Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and Senior Convertible Notes representing any unconverted principal amount hereof, be executed issued and delivered to the beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Senior Convertible Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Holder in order to convert that certain $12,000 undersigned on account of interest, Liquidated Damages and taxes accompanies this Senior Convertible Promissory Note identified as the Note) DATE. Dated: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $___________________________ Fill in for registration of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are if to be issued in the name of a person other than undersigneddelivered, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: ______________________________________________________ and Senior Convertible Notes if to be issued, other than to and in the name of the beneficial owner ______________________________________________________ (Please Print): Signature(s) __________________________________________ Principal amount to be converted (if less than all): (Name) $___,000 ___________________________________________ (Street Address) _______________________________________________________ Date to Effect Conversion __________________________Social Security or other Taxpayer Identification Number ___________________________________________ Aggregate Principal Amount of Note Being Converted ________________________________________(City, State and Zip Code) Signature Guarantee:* _____________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address issued, or Senior Convertible Note Frozen Food Gift GroupNotes are to be delivered, Inc. Tangiers Investorsother than to and in the name of the registered holder(s). ASSIGNMENT FORM To assign this Senior Convertible Note, LPfill in the form below:

Appears in 1 contract

Samples: Indenture (Gap Inc)

Form of Conversion Notice. ([To be executed by only upon Stock Purchase Right] To Riverstone Networks, Inc.: The undersigned registered holder of the Holder in order within Stock Purchase Right hereby irrevocably converts such Stock Purchase Right with respect to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ /1/ shares of the aggregate outstanding Principal Amount (as defined in Common Stock which such holder would be entitled to receive upon the Note) indicated below of this Note into conversion thereof, and requests that the certificates for such shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersignedof, the undersigned will pay all transfer taxes payable with respect thereto and delivered to , whose address is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationDated: ____________________________________ (Signature must conform in all respects to name of holder as specified on the face of Stock Purchase Right) ------------------------------------ (Street Address) ------------------------------------ (City) (State) (Zip Code) _______________________ /1/ Insert here the number of shares called for on the face of this Stock Purchase Right (or, in the case of a partial purchase, the portion thereof as to which is being purchased), in either case without making any adjustment for additional shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of this Stock Purchase Right, may be delivered upon purchase. In case of a partial purchase, a new Stock Purchase Right or Stock Purchase Rights will be issued and delivered, representing the unpurchased portion of the shares of Common Stock subject to the Stock Purchase Right, to the holder surrendering the Stock Purchase Right. FORM OF ASSIGNEMENT [To be executed only upon transfer of Stock Purchase Right] For value received, the undersigned registered holder of the within Stock Purchase Right hereby sells, assigns and transfers unto the right represented by such Stock Purchase Right to purchase __________/1/ shares of Common Stock of Riverstone Networks, Inc. to which such Stock Purchase Right relates, and appoints ____________ Attorney to make such transfer on the books of Riverstone Networks, Inc. maintained for such purpose, with full power of substitution in the premises. Dated: _________________________________ Date (Signature must conform in all respects to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount name of Note Being Converted _____________________________________________________________________ Aggregate Interest holder as specified on Amount Being Converted _____________________________________________________________________ Number the face of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPPurchase Right) --------------------------------- (Street Address) --------------------------------- (City) (State) (Zip Code) Signed in the presence of: -------------------------

Appears in 1 contract

Samples: Riverstone Networks Inc

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATETo: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUPDELTA AIR LINES, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below beneficial owner of this Note hereby irrevocably exercises the option to convert this Note, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common StockStock of Delta Air Lines, $0.00001 par value per shareInc. in accordance with the terms of the Indenture referred to in this Note, of FROZEN FOOD GIFT GROUPand directs that the shares issuable and deliverable upon the conversion, INC. (the “Company”) according together with any check in payment for fractional shares and Notes representing any unconverted principal amount hereof, be issued and delivered to the conditions hereof, as of the date written beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested thereto. Any amount required to be paid by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as on account of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in interest and taxes accompanies this Note. Conversion informationDated: ___________________________________ Fill in for registration of shares if to be ___________________________________ Date delivered, and Notes if to Effect Conversion __________________________________be issued, other than to and in the name of the beneficial ___________________________________ Aggregate Principal Amount of Note Being Converted owner (Please Print): Signature(s) ___________________________ (Name) Principal amount to be converted (if less than all): ___________________________ $___________,000 (Street Address) ___________________________________ Aggregate Interest on Amount Being Converted __________________________________________Social Security or other Taxpayer ___________________________ Identification Number of Shares of Common Stock (City, State and Zip Code) Signature Guarantee:* --------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupissued, Inc. Tangiers Investorsor Notes are to be delivered, LPother than to and in the name of the registered Holder(s). ASSIGNMENT FORM To assign this Note, fill in the form below:

Appears in 1 contract

Samples: Delta Air Lines Inc /De/

Form of Conversion Notice. (To be executed by CONVERSION NOTICE The undersigned Holder of this Security hereby irrevocably exercises the Holder in order option to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers Investorsthis Security, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ or any portion of the aggregate outstanding Principal Amount principal amount hereof (as defined which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the Noteunconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) indicated below of this Note designated, into shares of Common StockStock in accordance with the terms of the Indenture referred to in this Security, $0.00001 par value per shareand directs that such shares, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, as be delivered to and be registered in the name of the date written undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be issued registered in the name of a person Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the Company in accordance therewithundersigned on account of interest accompanies this Security. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: Dated:__________________ ____________________________________________________ Date Signature(s) If shares or Securities are to Effect Conversion ________________________be registered in the name of a Person other than the Holder, please print such Person's name and address: _____________________________________________ Aggregate Principal Amount of Note Being Converted ________________________(Name) _____________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued ________________________(Address) _____________________________________________ Applicable Conversion Price ________________________Social Security or other Identification Number, if any _____________________________________________ [Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift GroupGuaranteed] If only a portion of the Securities is to be converted, Inc. Tangiers Investors, LPplease indicate:

Appears in 1 contract

Samples: Bea Systems Inc

Form of Conversion Notice. TO: Amarin Corporation plc 0 Xxxxxx Xxxxxx London W1J 5HG, England Re: 8% Convertible Debentures due 2010 (To be executed by the Holder in order “Debentures”) The undersigned registered owner of this Debenture hereby irrevocably exercises the option to convert this Debenture, or the portion hereof (the principal amount of which is an integral multiple of $1,000.00) below designated, into cash and any ADSs required to be delivered in accordance with the terms of the Supplemental Indenture and Indenture referred to in the Debenture, and directs that certain $12,000 Convertible Promissory Note identified the ADSs issuable and deliverable upon such conversion, together with any check in payment for the cash portion of the settlement amount for any fractional ADSs and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the physical or registered holder hereof, as the Notecase may be, unless a different name has been indicated below. If ADSs or any portion of this Debenture not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Debenture. The undersigned hereby certifies that it has paid or hereby agrees to pay to the applicable taxing authority all stamp, issue, registration or similar taxes or duties or transfer costs (if any) DATEarising in connection with the conversion of a Debenture and the issue, transfer, or delivery of ADSs or any other securities, property or cash to another Person. Dated: __________________________________ FROMYour Name: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_____________________________________________ (Print your name exactly as it appears on the face of this Debenture) Your Signature: __________________________________________ (Sign exactly as your name appears on the aggregate outstanding face of this Debenture) Signature Guarantee*: _____________________________________ Tel. No. at which can be reached: _____________________________ Social Security or other Taxpayer Identification Number: _____________________________________ Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued Converted (if less than all): $ ________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to Amarin Corporation plc). Fill in for registration of Debentures (if to be delivered) other than to and in the name of a person other than undersignedthe physical or registered holder, as the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationcase may be: _____________________________________________________________________ Date to Effect Conversion ___(Name) __________________________________________________________________ Aggregate Principal Amount of Note Being Converted ___(Street Address) __________________________________________________________________ Aggregate Interest on Amount Being Converted ____________________________(City, State and Zip Code) Delivery instructions for ADSs to be issued: DTC Participant Account No.: _________________________________________ Number of Shares of Common Stock to be Issued Account No. for investor at DTC Participant: _________________________________________ Contact person at DTC Participant:_____________________________ Applicable Conversion Price Daytime Tel. No. of contact person at DTC Participant:______________ Email of contact person at DTC Participant:_____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LP

Appears in 1 contract

Samples: Indenture (Amarin Corp Plc\uk)

Form of Conversion Notice. To Cygnus, Inc.: The owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (To which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be executed issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the Holder undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in order to convert that certain an integral multiple of $12,000 Convertible Promissory Note identified as the Note1,000, if less than all) DATE: U.S. $ ______________ Dated:_______________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokerages, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be Issued _____________________________________________________________________ Applicable Conversion Price ___________________delivered, or Securities to be issued, other than to and in the name of the registered owner. __________________________________________________ Signature _______________________________Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ______________________________________ Name __________________________________ (Name) Social Security or Other Taxpayer Identification Number ______________________________________ (Address) ______________________________________ Please print Name and Address Convertible Note Frozen Food Gift Group(including zip code number) [The above conversion notice is to be modified, Inc. Tangiers Investorsas appropriate, LPfor conversion into other securities or property of the Company.] ARTICLE THREE

Appears in 1 contract

Samples: Indenture (Cygnus Inc /De/)

Form of Conversion Notice. Form of Conversion Notice (To to be executed appended to the Security) The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is U.S. $1,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATEundersigned on account of interest accompanies this Security. Dated: ____________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date Signature(s) If shares or Securities are to Effect Conversion __________________________be registered in the name of a Person other than the Holder, please print such Person's name and address: ___________________________________________ Aggregate Principal Amount of Note Being Converted __________________________(Name) ___________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued __________________________(Address) ___________________________________________ Applicable Conversion Price __________________________Social Security or other Identification Number, if any Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad - 15 under the Securities Exchange Act of 1934. ___________________________________________ [Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift GroupGuaranteed] If only a portion of the Securities is to be converted, Inc. Tangiers Investors, LPplease indicate:

Appears in 1 contract

Samples: Bowne & Co Inc

Form of Conversion Notice. CONVERSION NOTICE The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (To which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and directs that such shares, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be executed delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the Holder in order to convert that certain $12,000 Convertible Promissory Note identified as the Note) DATE: undersigned on account of interest accompanies this Security. Dated:______________ ____________________________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $____________________________________ of the aggregate outstanding Principal Amount (as defined in the NoteSignature(s) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares or Securities are to be issued registered in the name of a person Person other than undersignedthe Holder, the undersigned will pay all transfer taxes payable with respect thereto please print such Person's name and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion informationaddress: _________________________________ (Name) _________________________________ _________________________________ (Address) _________________________________________ Date to Effect Conversion ____________________________Social Security or other Identification Number, if any _________________________________________ Aggregate Principal Amount [Signature Guaranteed] If only a portion of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock the Securities is to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupconverted, Inc. Tangiers Investors, LPplease indicate:

Appears in 1 contract

Samples: Bea Systems Inc

Form of Conversion Notice. (To be executed by the Holder in order to convert that certain $12,000 220,000 Convertible Promissory Note identified as the Note) DATE: ____________________________ FROM: Tangiers InvestorsInvestment Group, LP LLC Re: $12,000 220,000 Convertible Promissory Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUPMedican Enterprises, INC.Inc., a Delaware Nevada corporation, to Tangiers InvestorsInvestment Group, LP LLC on June 1November 25, 20132014. The undersigned on behalf of Tangiers InvestorsInvestment Group, LPLLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 0.001 par value per share, of FROZEN FOOD GIFT GROUPMEDICAN ENTERPRISES, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Group, Inc. Tangiers Investors, LPAddress

Appears in 1 contract

Samples: Medican Enterprises, Inc.

Form of Conversion Notice. To The Chubb Corporation The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (To which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Issuer in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be executed issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Security is being delivered on a date after the close of business on a record date and prior to the opening of business on the related interest payment date (unless this Security or the portion thereof being converted has been called for redemption on a date fixed for redemption within such period), this Notice is accompanied by payment, in funds acceptable to the Issuer, of an amount equal to the interest payable on such interest payment date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the Holder undersigned on an account of interest accompanies this Security. Principal Amount to be Converted (in order to convert that certain an integral multiple of $12,000 Convertible Promissory Note identified as the Note) DATE: 1,000, if less than all): $___________ Dated ___________________ FROM: Tangiers Investors, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP, INC. (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note. Conversion information: _____________________________________________________________________ Date to Effect Conversion _____________________________________________________________________ Aggregate Principal Amount Signature Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares a national stock exchange if shares of Common Stock are to be Issued _____________________________________________________________________ Applicable Conversion Price ______________________________________delivered, or Securities to be issued, other than to and in the name of the registered holder. _______________________________ Signature ____________________________________________Guarantee Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered holder. _________________________ Name Social Security or other Taxpayer (Name) Identifying Number _____________________________________________ _________________________ (Address) _________________________ Please print Name and Address Convertible Note Frozen Food Gift Group(including zip code number) Exhibit (Form 2) [FORM OF FACE OF ZERO COUPON SECURITY] No. $ THE CHUBB CORPORATION Zero Coupon [ ] THE CHUBB CORPORATION, Inc. Tangiers Investorsa New Jersey corporation (the "Issuer"), LPfor value received, hereby promises to pay to or registered assigns, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, the principal sum of Dollars on , in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The principal of this [ ] shall not bear interest, except in the case of default in payment of principal upon acceleration, redemption or maturity, and in such case the amount in default shall bear interest at the rate of % per annum (to the extent enforceable under applicable law) from the date of default in payment to the date such payment has been made or duly provided for, at said office or agency and in like coin or currency. The indebtedness evidenced by this [______] is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this [_____] is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this [_____], by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Reference is made to the further provisions of this [ ] set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This [ ] shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

Appears in 1 contract

Samples: Chubb Capital Trust Iii

Form of Conversion Notice. (Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, or in a supplemental indenture for the Securities evidenced thereby, conversion notices shall be in substantially the following form: To be executed by Sigma Designs, Inc.: The undersigned owner of this Security hereby irrevocably exercises the Holder in order option to convert that certain this Security, or portion hereof (which is $12,000 Convertible Promissory Note identified as the Note1,000 or an integral multiple thereof) DATE: ____________________________ FROM: Tangiers Investorsbelow designated, LP Re: $12,000 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP, INC., a Delaware corporation, to Tangiers Investors, LP on June 1, 2013. The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common StockStock of the Company in accordance with the terms of the Indenture referred to in this Security, $0.00001 par value per shareand directs that the shares issuable and deliverable upon the conversion, of FROZEN FOOD GIFT GROUPtogether with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, INC. (the “Company”) according be issued and delivered to the conditions hereof, as of the date written registered holder hereof unless a different name has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested hereto. Any amount required to be paid by the Company undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxesan integral multiple of $1,000, if any. The undersigned represents as of the date hereof thatless than all) U.S. $_________ Dated: ___________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, after giving effect to the conversion of this Note stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this NoteSecurities and Exchange Commission Rule 17Ad-15. Conversion information: ________________________________ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. __________________________ ___________________________________ Date to Effect Conversion ___________________________________________(Name) Social Security or Other Taxpayer Identification Number __________________________ Aggregate Principal Amount of Note Being Converted _____________________________________________________________________ Aggregate Interest on Amount Being Converted _____________________________________________________________________ Number of Shares of Common Stock Please print Name and Address (including zip code) [The above conversion notice is to be Issued _____________________________________________________________________ Applicable Conversion Price _____________________________________________________________________ Signature _____________________________________________________________________ Name _____________________________________________________________________ Address Convertible Note Frozen Food Gift Groupmodified, Inc. Tangiers Investorsas appropriate, LPfor conversion into other securities or property of the Company.]

Appears in 1 contract

Samples: Sigma Designs Inc

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