Common use of Monthly Amount Conversion Guidelines Clause in Contracts

Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock all at the Fixed Conversion Price or the maximum portion of the Monthly Amount due on each Repayment Date provided that the average of the five lowest closing bid prices of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the twenty (20) consecutive trading days immediately preceding such Repayment Date shall be greater than or equal to 15% above the Fixed Conversion Price ("Conversion Criterion"). The Borrower may not elect to pay a Monthly Amount due on a Repayment Date in Common Stock in an amount of shares of Common Stock which would exceed twenty percent (20%) of the average daily trading volume for the twenty days preceding the Repayment Date multiplied by the lesser of (i) the average volume weighted average price of the Common stock as reported by Bloomberg L.P. for the Principal Market using the AQR function ("VWAP") for the twenty trading days preceding the Repayment Date, or (ii) the closing bid price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the trading day preceding the Repayment Date ("Additional Conversion Criterion"). The Monthly Amount due on a Repayment Date that the Holder has not been able to convert into shares of Common Stock due to failure to meet the Conversion Criterion or the Additional Conversion Limitation shall be paid by the Borrower at the Borrower's election (i) in cash at the rate of 103% of such Monthly Amount otherwise due on such Repayment Date within three (3) business days of the applicable Repayment Date, or (ii) in registered, unlegended, free-trading Common Stock at an applied conversion rate equal to eighty percent (80%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding such Repayment Date. Such shares of Common Stock must be delivered to the Holder not later than three (3) business days of the applicable Repayment Date. Whichever of the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.2 2.2, and 3.2 hereof, the Holder shall convert into shares of Common Stock all at the Fixed Conversion Price or the maximum a portion of the Monthly Amount due on each Repayment Date provided that in shares of Common Stock if the average of the five lowest closing bid prices price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the twenty five (205) consecutive trading days immediately preceding such Repayment Date shall be was (i) in the case of Tranche A, greater than or equal to 15% above the Tranche A Fixed Conversion Price and ("ii) in the case of Tranche B, greater than or equal to 110% of the Tranche B Fixed Conversion Criterion"). The Borrower may Price, provided, however, that, in any such case, such conversions shall not elect to pay a Monthly Amount due on a Repayment Date in Common Stock in an amount of shares of Common Stock which would exceed twenty five percent (2025%) of the average daily aggregate dollar trading volume for the twenty days preceding the Repayment Date multiplied by the lesser of (i) the average volume weighted average price of the Common stock as reported by Bloomberg L.P. for the Principal Market using the AQR function ("VWAP") for the twenty trading days preceding the Repayment Date, or (ii) the closing bid price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for five (5) day trading period immediately preceding delivery of a Notice of Conversion to the trading day preceding Borrower. Any part of the Repayment Date ("Additional Conversion Criterion"). The Monthly Amount due on a Repayment Date that the Holder has not been able to convert converted into shares of Common Stock due to failure to meet the Conversion Criterion or the Additional Conversion Limitation shall be paid by the Borrower at in cash on such Repayment Date. Any part of the Borrower's election Monthly Amount due on such Repayment Date which must be paid in cash (ias a result of the closing price of the Common Stock on one or more of the five (5) trading days preceding the applicable Repayment Date being (x) in the case of Tranche A, less than the Tranche A Fixed Conversion Price and (y) in the case of Tranche B, less than 110% of the Tranche B Fixed Conversion Price) shall be paid in cash at the rate of 103102% of such the Monthly Amount otherwise due on such Repayment Date Date, within three (3) business days of the applicable Repayment Date, or (ii) in registered, unlegended, free-trading Common Stock at an applied conversion rate equal to eighty percent (80%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding such Repayment Date. Such shares of Common Stock must be delivered to the Holder not later than three (3) business days of the applicable Repayment Date. Whichever of the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market.

Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), 2.1(b), 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock all at the Fixed Conversion Price or the maximum portion of the Monthly Amount due on each Repayment Date provided that the average of the five lowest closing bid prices of the Common Stock as reported by Bloomberg, L.P. on the Principal Market (as defined below) for the twenty (20) consecutive trading days immediately preceding such Repayment Date shall be greater than or equal to 15100% above the Fixed Conversion Price ("Conversion Criterion"). The Borrower may not elect to pay a Monthly Amount due on a Repayment Date in Common Stock in an amount of shares of Common Stock for a Monthly Amount which would exceed twenty in the aggregate for all Holders of Notes similar to this Note, thirty-five percent (2035%) of the average aggregate daily trading volume for the twenty trading days preceding the Repayment Date multiplied by the lesser of (i) the average volume weighted average price of the Common stock as reported by Bloomberg L.P. for the Principal Market using the AQR function ("VWAP") for the twenty trading days preceding the Repayment Date, or (ii) the closing bid price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for the trading day preceding the Repayment Date ("Additional Conversion Criterion"). The Monthly Amount due on a Repayment Date that the Holder has not been able to convert into shares of Common Stock due to failure to meet the Conversion Criterion or the Additional Conversion Limitation shall be paid by the Borrower at the Borrower's election (i) in cash at the rate of 103110% of such Monthly Amount otherwise due on such Repayment Date within three (3) business days of after the applicable Repayment Date, or (ii) in registered, unlegended, free-trading Common Stock at an applied conversion rate equal to eighty percent (80%) of the average of the five (5) lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20) trading days preceding such Repayment Date. Such shares of Common Stock must be delivered to the Holder not later than three (3) business days of the applicable Repayment Date. Whichever of the OTC Pink Sheets, NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange or such other principal market or exchange where the Common Stock is listed or traded is the principal trading exchange or market for the Common Stock is the Principal Market. The Borrower must send notice to the Holder by confirmed telecopier not later than 3:00 PM, New York City time on each Repayment Date notifying Holder of Borrower's election to pay the Monthly Redemption Amount in cash or stock. The Notice must state the amount of cash and or stock to be paid and include supporting calculations. Elections by the Borrower must be made to all Holders of Notes similar to this Note in proportion to the relative Note principal held by such Note Holders. If such notice is not timely sent or if the Monthly Redemption Amount is not timely delivered, then Holder shall have the right instead of the Company to elect within five trading days after the later of the applicable Repayment Date or required delivery date, as the case may be, whether to be paid in cash or Common Stock. Such Holder's election shall not be construed to be a waiver of any default by Borrower relating to non-timely compliance by Borrower of any of its obligations under this Note.