Mandatory and Optional Conversion Clause Samples

Mandatory and Optional Conversion. 6.1 At any time and from time to time on or after the first anniversary of the issuance of this Note and prior to the Maturity Date, if the average closing price of the Common Stock, as reflected on the principal stock exchange or trading market for the Common Stock, equals or exceeds $1.60 (as adjusted pursuant to the terms of this Note, the “Target Price”) per share for 20 consecutive Trading Days, the Company may, upon notice to the Holder, deem the entire principal amount of this Note, together with all accrued but unpaid interest thereon, converted (the “Mandatory Conversion”), without any further action by the Holder, into such number of fully paid and non-assessable shares of Common Stock (the “Conversion Shares”)as shall be equal to (i) the aggregate principal amount of this Note plus all accrued but unpaid interest at the time of such conversion, divided by (ii) the Conversion Price. 6.2 At any time and from time to time on or after the date hereof and prior to the Maturity Date, this Note shall be convertible (in whole or in part), at the option of the Holder, into such number of fully paid and non-assessable Conversion Shares as shall be equal to (i) the aggregate amount of the principal and interest so converted, divided by (ii) the Conversion Price. 6.3 Each conversion of this Note, in whole or in part, pursuant to Section 6.2 shall be effective on the date on which the Holder delivers a notice of conversion in the form attached hereto (the “Conversion Notice”), duly executed, to the Company (the “Conversion Date”). In addition, the Holder shall deliver this Note to the Company at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written records of the amount of this Note which has been converted as of each Conversion Date. 6.4 Not later than ten Trading Days after any Conversion Date or the Mandatory Conversion, as the case may be, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Holder, at the Holder’s address specified in the Conversion Notice (or, in the case of a Mandatory Conversion, at the Holder’s address as reflected in the Company’s records), a certificate or certificates representing the Conversion Shares issuable upon such conversion. Such certificate or certificates shall bear such legends as may be required by applicable state and federal securities laws. No fractional shares will be issued on conversion of this Note. If...