HOLDER'S RIGHT TO CONVERT. This Debenture shall be convertible at any time, in whole or in part, at the option of the Holder hereof, into fully paid, validly issued and nonassessable shares of Common Stock. If this Debenture is converted in part, the remaining portion of this Debenture not so converted shall remain entitled to the conversion rights provided herein.
HOLDER'S RIGHT TO CONVERT. At any time after the date hereof and provided that all filings by the holder of this Note, if any, to be made under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, as required with respect to such holder by Section 2.23 of the Noteholders Agreement dated the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the "NOTEHOLDERS AGREEMENT") have been made and all related waiting periods applicable to the holder of this Note have expired or have been terminated early, the Face Amount of this Note plus all accrued and unpaid interest and Payments thereon shall be convertible, in whole or in part (subject to Section 16 hereof), at the option of the holder thereof, at any time and from time to time into fully paid and nonassessable shares of the Company's Common Stock, par value $.0001 per share (the "COMMON STOCK") at the then effective Conversion Rate (as defined below) (each such conversion, a "HOLDER'S OPTIONAL CONVERSION"). The "CONVERSION RATE", as of any Conversion Date (as defined below), shall equal an amount determined by dividing (i) the portion of the Face Amount proposed to be converted into common stock outstanding on such date, plus the ratable portion of any accrued and unpaid interest and Payments on the Notes proposed to be converted into common stock, by (ii) the Conversion Price (as defined below) in effect as of such Conversion Date. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Notes without the payment of additional consideration by the holder thereof (the "CONVERSION PRICE") shall initially be $5.415. Such initial Conversion Price and the rate at which the Notes may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
HOLDER'S RIGHT TO CONVERT. This Debenture shall be convertible at any time at the option of the Holder hereof until the Maturity Date, into fully paid, validly issued and nonassessable shares of Common Stock; provided however, without the prior written consent of the Company, the Holders collectively shall convert into no more than 8% of the total trading volume of the Company’s Common Stock during any calendar month (the “8% Limitation”) and that in the event the VWAP (as defined below) for the trading day in which such conversion takes place shall be below $3.50, then in total for such trading day, without the prior written consent of the Company, the Holders collectively shall convert no more than a dollar amount due under the Debentures equal to $500,000 (the “Maximum Convertible Amount”) divided by the number of trading days in such month (the “Daily Maximum”). If the VWAP for the trading day in which such conversion takes place is equal to or more than $3.50 per share, the Holders may collectively convert more than the Daily Maximum on such day, but the Holders shall remain subject to the 8% Limitation. In the event that the Holders do not collectively convert up to the Maximum Convertible Amount during any calendar month after January 1, 2003, the difference between the Maximum Convertible Amount and the actual converted amount for such month shall be added to the Maximum Convertible Amount to become the maximum convertible amount for the succeeding month(s) (thereby also increasing the applicable Daily Maximum), in all cases subject to the 8% Limitation. Notwithstanding the foregoing, in the event the Company, in its sole discretion, elects to prepay the amounts due under the Debentures in an aggregate amount of $500,000 pursuant to Section 5.5 below, then the Holders shall not be entitled to convert any amount of the Debentures for the remainder of the calendar month in which such prepayment is made. This Debenture shall be convertible pursuant to the foregoing until the Maturity Date. If the Debenture is converted in part, the remaining portion of this Debenture not so converted shall remain entitled to the conversion rights provided herein.”
HOLDER'S RIGHT TO CONVERT. Upon the earlier to occur of: (i) the xxxxxtiveness of the Registration Statement under the Act; or (ii) 90 days following the Closing Date, up to 50% of the initial principal amount of this Debenture may be converted at the option of the Holder during any 30 day calendar period, into fully paid, validly issued and non-assessable shares of Common Stock; provided that this Debenture shall be immediately convertible in whole in the event of: (i) delivery by the Company of a Redemption Notice pursuant to Section 6; (ii) in the event that there is a Public Announcement or this Debenture shall become redeemable at the Holder's option pursuant to Section 4; (iii) any material default or breach of the Purchase Agreement, the Escrow Agreement, the Registration Rights Agreement, any Warrant or this Debenture; or (iv) any Event of Default or any event which, with the giving of notice or the passage of time or both, would constitute an Event of Default. If this Debenture is converted in part, the remaining portion or this Debenture not so converted shall remain entitled to the conversion rights provided herein.
HOLDER'S RIGHT TO CONVERT. This Debenture shall be convertible at any time on or after one hundred twenty (120) days after the First Closing Date (unless previously redeemed), in whole or in part, at the option of the Holder hereof, into fully paid, validly issued and nonassessable shares of Common Stock. If this Debenture is converted in part, the remaining portion of this Debenture not so converted shall remain entitled to the conversion and other rights provided herein.
HOLDER'S RIGHT TO CONVERT. At any time after the date hereof, the outstanding principal amount of this Note plus all accrued but unpaid interest thereon shall be convertible, in whole or in part (subject to Section 8(m)), at the option of the Holder, at any time and from time to time into fully paid and nonassessable shares of Common Stock at the then effective Conversion Rate (as defined below) (each such conversion, a "Holder's Optional Conversion").
HOLDER'S RIGHT TO CONVERT. Subject to and upon compliance with the provisions of this Indenture, the holder of any Note shall have, at his, her or its option, the right, at any time on or prior to the close of business on the Maturity Date (except that, with respect to any Note or portion of a Note which shall be called for redemption pursuant to Section 3.1 or 3.2, such right shall terminate at the close of business on the Business Day immediately preceding the date fixed for redemption of such Note or portion of a Note unless the Company shall default in payment of the amount due upon redemption thereof, in which case such right shall terminate upon payment of the amount due upon such redemption), to convert the principal amount of any such Note, or any portion of such principal amount which is $50 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note so to be converted in whole or in part in the manner provided in Section 15.2. A holder of Notes is not entitled to any rights of a holder of Common Stock until such holder has converted his, her or its Notes to Common Stock, and only to the extent such Notes are deemed to have been converted to Common Stock under this Article XV.
HOLDER'S RIGHT TO CONVERT. Debentures shall be convertible at any time on or after the Issuance Date, in whole or in part, at the option of the Holder thereof, into fully paid, validly issued and nonassessable shares of Common Stock in accordance with the terms herein for such number of shares of Common Stock as determined by the application of the Conversion Rate.
HOLDER'S RIGHT TO CONVERT. Debentures shall be convertible at any time after the date that is one-hundred and eighty-one (181) days after the Issuance Date, in whole or in part, at the option of the Holder thereof, into fully paid, validly issued and nonassessable shares of Common Stock in accordance with the terms herein for such number of shares of Common Stock as determined by the application of the Conversion Rate.
HOLDER'S RIGHT TO CONVERT. Subject to and upon compliance with the provisions of this Indenture, the holder of any Debenture shall have, at his, her or its option, the right, at any time on or prior to the close of business on the twenty-fifth anniversary of the Exchange Date (except that, with respect to any Debenture or portion of a Debenture which shall be called for redemption, such right shall terminate, except as provided in the fourth paragraph of Section 15.2, at the close of business on the Business Day immediately preceding the date fixed for redemption of such Debenture or portion of a Debenture unless the Company shall default in payment due upon redemption thereof) to convert the principal amount of any such Debenture, or any portion of such principal amount which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Debenture or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Debenture so to be converted in whole or in part in the manner provided in Section 15.2. A holder of Debentures is not entitled to any rights of a holder of Common Stock until such holder has converted his, her or its Debentures to Common Stock, and only to the extent such Debentures are deemed to have been converted to Common Stock under this Article XV. In the event that the holder elects to convert some of all of its Debentures to Common Stock on or prior to , 2007, the Company will pay the Make-Whole Interest Payment upon satisfaction of the requirements for conversion set forth in this Section 15.1 pursuant to the terms in Section 15.13.
