Common use of Inability to Fully Convert Clause in Contracts

Inability to Fully Convert. (a) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (ii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.(b)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiiii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the -------------------- Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price"); -------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.(b)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiiv) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.(b)

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iii) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.(b)

Inability to Fully Convert. (ac) Holder’s Option if Company Cannot Fully Convert. If, upon the Company’s receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to: (ii) void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s voiding its Conversion Notice shall not effect the Company’s obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

Inability to Fully Convert. (a) Holder’s 's Option if Company Maker Cannot Fully Convert. If, upon the Company’s --------------------------------------------------- Maker's receipt of a Conversion Notice, the Company Maker cannot issue shares of Common Stock registered for resale under the Registration Statement for any reason, including, without limitation, because the Company Maker (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company Maker or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion NoticeNotice or (y) fails to have a sufficient number of shares of Common Stock registered for resale under the Registration Statement, then the Company Maker shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder’s 's Conversion Notice and, with respect to the unconverted portion of this the Note, the Holder, solely at Holder’s 's option, can elect to: (iiv) require the Maker to prepay that portion of the Note for which the Maker is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Prepayment -------------------- Price as of such Conversion Date (the "Mandatory Prepayment Price"); ---------------------------- if the Maker's inability to fully convert is pursuant to Section 3.8(a)(y) above, require the Maker to issue restricted shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock the Maker is unable to deliver in accordance with such holder's Conversion Notice; void its Conversion Notice and retain or have returned, as the case may be, this the Note that was to be converted pursuant to the Conversion Notice (provided that the Holder’s 's voiding its Conversion Notice shall not effect the Company’s Maker's obligations to make any payments which have accrued prior to the date of such notice). In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.(b)