Common use of Manner of Conversion Clause in Contracts

Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rights, the conversion of principal under this Note shall be effected in the following manner: 2.3.1 The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 below), deliver to the Holder one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares issuable shall be rounded to the nearest whole number (with even halves rounded up). 2.3.2 The issuance of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 All Conversion Shares issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective.

Manner of Conversion. Upon any exercise Conversion shall be effectuated by faxing a Notice of Conversion to the Company in the form annexed hereto as EXHIBIT A (the "Notice of Conversion"). The Notice of Conversion shall be executed by the Holder of the foregoing conversion rights, the conversion of principal under this Note Debenture and shall be effected in the following manner: 2.3.1 The Company shall, within 20 business days of evidence such Holder's intention to convert this Debenture or a specified portion hereof. Interest accrued or accruing from the date of issuance to the date of conversion (which or to the Maturity Date, as the case may be, shall be deemed effective paid in shares of Common Stock at the Conversion Rate then applicable as of the date on which Conversion Date or the conversion notice was givenMaturity Date, as determined in accordance with Section 10 below), deliver to the Holder one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no case may be. No fractional shares shall of Common Stock or scrip representing fractions of shares will be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such on conversion, but the number of Conversion Shares shares issuable shall be rounded to the nearest whole number share. The date on which notice of conversion is given (with even halves rounded up). 2.3.2 The issuance of certificates for the "Conversion Shares upon a conversion Date") shall be made without charge deemed to be the date on which the Holder faxes or otherwise delivers the Notice of Conversion to the Holder in respect thereof or other cost incurred Company so that it is received by the Company. 2.3.3 All Company on or before such specified date, provided that, if such conversion would convert the entire remaining principal of this Debenture, the Holder shall deliver to the Company the original Debenture being converted no later than five (5) business days thereafter. Facsimile delivery of the Notice of Conversion Shares issued upon a conversion hereunder shall, when so issued, shall be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If accepted by the Company at any time after the date hereof, subdivides facsimile number (by any stock split, stock dividend, recapitalization or otherwise914) one or more classes of its outstanding shares of 376-7368; Attn: President. Certificates representing Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If delivered to the Company Holder at any time on the address specified in the Notice of Conversion (which may be the Buyer's address for notices as contemplated by the Securities Purchase Agreement or a different address), via express courier, by electronic transfer or otherwise, within three (3) business days if the address for delivery is in the United States and within five (5) business days if the address for delivery is outside the United States (such third business day or fifth business day, as the case may be, the "Delivery Date") after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes on which the Notice of its outstanding shares of common stock into a smaller number of shares, Conversion is delivered to the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effectiveCompany.

Manner of Conversion. Upon At the Effective Time of the Merger, HDS shall -------------------- have no class of capital stock issued and outstanding which, as a class, shall have any exercise rights or preferences senior to the shares of HDS Stock received by the Holder STOCKHOLDERS, including any rights or preferences as to dividends or as to the assets of the foregoing conversion HDS upon liquidation or dissolution or as to voting rights, except for any series of preferred stock that will be converted into HDS Stock on the conversion of principal under this Note shall be effected in the following manner: 2.3.1 The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 below), deliver to the Holder one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares issuable shall be rounded to the nearest whole number (with even halves rounded up). 2.3.2 The issuance of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 All Conversion Shares issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and chargesClosing Date. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation manner of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If converting the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock capital stock of the COMPANY ("COMPANY Stock") into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller of HDS ("HDS Stock") and cash shall be as follows: As of the Effective Time of the Merger: (i) all of the shares of COMPANY Stock issued and outstanding immediately before the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent (1) that number of sharesshares of HDS Stock determined as set forth in Part I of Annex I hereto and (2) the right to receive the amount of cash determined as set forth in Part I of Annex I hereto, the conversion price such shares and cash to be subject to offsets and distributed to STOCKHOLDERS as provided in effect immediately prior to such combination will Part I of Annex I hereto; and (ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock or owned by any COMPANY Subsidiary shall be proportionately increasedcancelled and retired and no shares of HDS Stock or other consideration shall be delivered or paid in exchange therefor. Any adjustment under this Section shall become effective at the close of business In addition, on the date 90th day after the subdivision or combination becomes effectiveClosing Date, as defined in Section 4.2 (on the first business day after such 90th day if such 90th day is not a business day), HDS shall pay to The Sonenshine Family Trust dated July 9, 1982 an amount equal to the amount by which adjusted working capital (as defined in Section 7.12) as of the Closing Date exceeds $100,000. If HDS and The Sonenshine Family Trust do not agree on the amount to be so paid, such amount shall be conclusively determined by Xxxxxx Xxxxxxxx, LLP, and The Sonenshine Family Trust and HDS each will bear one-half of the fees of Xxxxxx Xxxxxxxx, LLP, for making such determination.

Manner of Conversion. Upon any exercise by The manner of converting the Holder shares of (i) outstanding capital stock of Xxxx ("Xxxx Stock"), and (ii) outstanding capital stock of PRG II ("PRG II Stock") shall be as follows: (a) Each share of Xxxx Stock issued and outstanding immediately prior to the Effective Time, and each of the foregoing conversion rights, Option Shares (on an "as-exercised basis" pursuant to which the conversion of principal under this Note shall be effected in the following manner: 2.3.1 The Company shall, within 20 business days of the date of the conversion (which Van Hercke Option shall be deemed effective as exercised by Xxxxxx X. Van Hercke), by virtue of the date Merger and without any action on which the conversion notice was givenpart of the holder thereof, as determined automatically shall be converted into the right to receive its pro rata interest in accordance with Section 10 belowthe aggregate sum of Seven Million Dollars ($7,000,000), deliver including its pro rata interest in the Escrow Amount, subject to the Holder one or more certificates representing provisions of Section 1.5 hereof, payable as follows: (i) by payment of the Conversion sum of $6,472,500 at the Closing (the "Closing Cash Payment"). The Closing Cash Payment shall be divided and paid by to the Stockholders by wire transfer of immediately available funds to the bank accounts designated, respectively, by the Stockholders, in writing, at least three (3) days prior to the Closing Date. The portion of the Closing Cash Payment paid to each Stockholder shall be a percentage equal to the percentage of the Xxxx Shares held by such Stockholder on the Closing Date; and (ii) by placing the sum of $527,500 (the "Escrow Amount"), in such name(sescrow with the Escrow Agent at the Closing pursuant to the terms and conditions of Section 1.5 below. (b) and denomination(s) as the Holder shall have specified; providedAll shares of Xxxx Stock, howeverif any, that no fractional shares are held by Xxxx as treasury stock shall be issued in connection therewithcanceled and retired, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares issuable and no consideration shall be rounded delivered or paid in exchange therefor; and (c) Each share of PRG II Stock issued and outstanding immediately prior to the nearest whole number (with even halves rounded up). 2.3.2 The issuance of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 All Conversion Shares issued upon a conversion hereunder Effective Time, shall, when so issuedby virtue of the Merger and without any action on the part of PRG, automatically be duly authorized and validly issued, converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, which shall constitute all of the issued and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of sharesthe Surviving Corporation, and shall be owned by PRG, immediately after the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effectiveEffective Time.

Manner of Conversion. Upon any exercise by The manner of converting the Holder shares of the foregoing conversion rights-------------------- Company Stock issued and outstanding immediately prior to the Merger Effective Date into cash and shares of common stock of USFloral, the conversion of principal under this Note $0.001 par value ("USFloral Stock"), shall be effected as follows: As of the Merger Effective Date: (i) all of the shares of Company Stock issued and outstanding immediately prior to the Merger Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into that number of shares of USFloral Stock and the right to receive cash from USFloral as determined pursuant to Section 2.2 below, all to be distributed to Stockholders in the following manner:percentages set forth on Annex II and at the times specified in Section 5 hereof; and 2.3.1 The Company (ii) each share of Newco Stock issued and outstanding immediately prior to the Merger Effective Date shall, within 20 business days by virtue of the date Merger and without any action on the part of the conversion (which shall holder thereof, automatically be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 below), deliver to the Holder converted into one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares issuable shall be rounded to the nearest whole number (with even halves rounded up). 2.3.2 The issuance of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 All Conversion Shares issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from share of stock of the Surviving Corporation which shall constitute all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common the Surviving Corporation immediately after the Merger Effective Date. All USFloral Stock into to be received by the Stockholders as a greater number result of sharesthe merger shall, except for restrictions on resale or transfer described in Section 16 hereof, have the conversion price in effect immediately prior to such subdivision will be proportionately reduced same rights as the majority of outstanding USFloral Stock. All voting rights are fully exercisable by the Stockholders and the number Stockholders are neither deprived nor restricted in exercising those rights. At the Merger Effective Date, USFloral shall have no class of shares capital stock issued upon conversion will be proportionately increased. If and outstanding which shall have any rights or preferences senior to the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number USFloral Stock, including, without limitation, any rights or preferences as to dividends or as to the assets of shares, the conversion price in effect immediately prior USFloral upon liquidation or dissolution or as to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effectivevoting rights.

Manner of Conversion. Upon any exercise by The manner of converting the Holder shares of (i) outstanding capital stock of the foregoing conversion rightsCOMPANY ("COMPANY Stock") and (ii) NEWCO Stock, issued and outstanding immediately prior to the conversion Effective Time of principal under this Note the Merger, respectively, into shares of (x) ITP Stock and (y) common stock of the Surviving Corporation, respectively, shall as of the Effective Time of the Merger be effected in the following manneras follows: 2.3.1 The Company shall, within 20 business days (a) all of the date shares of COMPANY Stock issued and outstanding immediately prior to the Effective Time of the conversion (which Merger will be canceled and extinguished and, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed effective as of to represent, with respect to each STOCKHOLDER, (1) the date on which the conversion notice was given, as determined in accordance with Section 10 below), deliver right to the Holder one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, receive the number of Conversion Shares issuable shares of ITP Stock set forth on Annex III hereto with respect to such STOCKHOLDER; (2) the right to receive the amount of cash set forth on Annex III hereto with respect to such STOCKHOLDER; and (3) the right to receive a subordinated promissory note (the "Note") issued by ITP in an amount specified on Annex III hereto with respect to such STOCKHOLDER (collectively, the "Merger Consideration") and with the terms specified in Annex X hereto and subject to a Subordination Agreement in the form attached hereto as Annex XI; (b) all shares of COMPANY Stock that are held by the COMPANY as treasury stock shall be rounded canceled and retired and no shares of ITP Stock or other consideration shall be delivered or paid in exchange therefor; and (c) each share of NEWCO Stock issued and outstanding immediately prior to the nearest whole number (with even halves rounded up). 2.3.2 The issuance Effective Time of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 All Conversion Shares issued upon a conversion hereunder Merger shall, when so issuedby virtue of the Merger and without any action on the part of ITP, automatically be duly authorized and validly issued, converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, which shall constitute all of the issued and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price in effect Surviving Corporation immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at after the close Effective Time of business on the date the subdivision or combination becomes effectiveMerger.

Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rightsFirst Conversion Right or Second Conversion Right, the conversion of principal and interest under this Note shall be effected in the following manner: 2.3.1 11.3.1 The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 11 below), deliver to the Holder one or more certificates representing the Common Stock and warrants into which obligations under this Note shall have been converted (collectively, the “Conversion Shares Securities”) in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares Securities issuable shall be rounded to the nearest whole number (with even halves rounded up). 2.3.2 11.3.2 The issuance of certificates for Conversion Shares Securities upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 11.3.3 All Conversion Shares Securities issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares Securities may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective.

Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rights, the conversion of principal under this Note shall be effected in the following manner: 2.3.1 3.1 The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 11 below), deliver to the Holder one or more certificates representing the Conversion Shares Securities in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares Securities issuable shall be rounded to the nearest whole number (with even halves rounded up). 2.3.2 3.2 The issuance of certificates for Conversion Shares Securities upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company. 2.3.3 3.3 All Conversion Shares Securities issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares Securities may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted. 2.3.4 3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective.