Holders Conversion Rights. Subject to Section 2.2, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, together with interest and fees due hereon, into shares of Common Stock, subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3.
Holders Conversion Rights. The Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur.
Holders Conversion Rights. Subject to Section 2.2, the Holder shall have the right, but not the obligation at any time from the date of issuance of this Note, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, into shares of Common Stock, subject to the terms and conditions set forth in this Article II at a forty percent (40%) discount to the market price of the Borrower’s Common Stock or $.50 per share, whichever is lower. The “market price” shall be determined at the average of the closing bid of the Company’s Common Stock for the twenty (20) trading days immediately prior to the date of conversion. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3.
Holders Conversion Rights. Subject to Section 3.2 and the mandatory conversion provisions therein, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, together with interest and fees due hereon, and any sum arising under the Subscription Agreement and the Transaction Documents, including but not limited to Liquidated Damages, into shares of Common Stock, subject to the terms and conditions set forth in this Article III at the rate of $0.005 per share of Common Stock (“Fixed Conversion Price” as same may be adjusted pursuant to this Note and the Subscription Agreement. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3.
Holders Conversion Rights. Subject to Section 3.2, the Holder shall have the right, but not the obligation at all times, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, into shares of Common Stock, subject to the terms and conditions set forth in this Article III at the rate of $0.25 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreement. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.3. After the occurrence of an Event of Default, the Fixed Conversion Price shall be the lesser of the Fixed Conversion Price or 75% of the average of the closing bid prices of the Common Stock for the five trading days prior to a Conversion Date.
Holders Conversion Rights. While any amounts are owed under this Note, including accrued interest, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with all accrued but unpaid interest and fees due thereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III (a "CONVERSION"). The Holder may exercise such right by delivery to the Borrower of a written, executed and completed notice of conversion in the form of Exhibit A hereto (a "NOTICE OF CONVERSION") not less than three (3) days prior to the date upon which such conversion shall occur.
Holders Conversion Rights. If the closing price of the Common Stock is greater than the Fixed Conversion Price, and the registration statement required by Section 10 of the Purchase Agreement has been declared effective by the Securities Exchange Commission, the Holder shall have the right, but not the obligation to convert the principal portion of this Note and/or interest due and payable into fully paid and nonassessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note.
Holders Conversion Rights. Subject to the requirement of Section 2.1 (b) hereof, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur. The date upon which such conversion shall occur is (the "Conversion Date").
Holders Conversion Rights. Subject to the terms of this Article III, the Holder shall have the right, but not the obligation, at any time beginning on May28, 2004 until the Maturity Date, including at any time prior to a Prepayment Date, or thereafter during an Event of Default (as defined in Article V), to convert all or any portion of the outstanding Principal Amount (subject to the volume restriction set forth in Section 3.3 hereof) and/or accrued interest and fees due and payable into fully paid and nonassessable shares of Borrower's common stock, as currently constituted (the "Common Stock"), at the conversion price set forth in Section 3.2 (the "Conversion Price"). The shares of Common Stock to be issued upon such conversion are herein referred to as the "Conversion Shares."
Holders Conversion Rights. The Holder shall have the right at all times, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note plus accrued interest, into shares of Common Stock (the “Conversion Shares”), subject to the terms and conditions set forth in this Article II at the rate of $0.15 per share of Common Stock (“Fixed Conversion Price”) as same may be adjusted pursuant to this Note and the Subscription Agreement. The Holder may exercise such right by delivery to the Borrower of a written Notice of Conversion pursuant to Section 3.2. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in no event shall the Borrower be required to register any shares of common stock issuable upon the conversion of accrued and unpaid interest prior to the Holder exercising such conversion right as set forth in the preceding paragraph. Notwithstanding anything to the contrary set forth in the Subscription Agreement, in the event that publicly-available written guidance, rules of general applicability of the Securities and Exchange Commission (the “SEC”) staff, or written comments, requirements or request of the SEC staff to the Borrower in connection with the review of any registration statement, in any case (the "SEC Guidance") does not permit the Borrower’s initial registration statement (the “Initial Registration Statement”) to include all of the Conversion Shares, then the Borrower will use reasonable best efforts to file such additional registration statements (the "Subsequent Registration Statements") at the earliest practicable date on which the Borrower is permitted by SEC Guidance to file such Subsequent Registration Statements related to the Conversion Shares. If any SEC Guidance sets forth a limitation on the number of the Conversion Shares to be registered on a particular registration statement, the number of Conversion Shares to be registered on such registration statement will be reduced on a pro rata basis among all Note Holders based on the total number of unregistered Conversion Shares.
