Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Financing, all financing documents executed by the Investors in connection with such Qualified Financing). The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts.
Procedure for Conversion. 9.1 The Conversion Rights may, subject as provided herein and in Condition 7, be exercised on any Business Day during the Conversion Period by a Bondholder delivering at its own expense to the Issuer during normal business hours at the Specified Office a notice in the form attached as Annexure III duly completed (a "Conversion Notice") stating the intention of that Bondholder to convert all or part (in authorised denomination) of principal amount of its Bonds and the address in Hong Kong for the delivery of the share certificates of the Conversion Shares pursuant to Condition 9.2 together with the original of that Bond Certificate. A Conversion Notice once delivered shall be irrevocable.
9.2 Subject to Condition 9.4, the Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the relevant Bondholder or its nominees as it may in writing direct within five (5) Business Days after, and with effect from, the Conversion Date against delivery of the original Certificate for the Bonds (which the Bondholder is obliged to deliver to the Issuer following such conversion), and the Issuer shall issue certificates for the Conversion Shares to which the Bondholder or such person as it may direct shall become entitled in consequence of exercising its Conversion Rights in board lots with one certificate for any odd lot of Shares arising from conversion and shall, if such Bondholder so requests in the notice, deposit these share certificates in the CCASS participant’s stock account set out in the notice within a further two (2) Business Days, or in the absence of such request by the Bondholder, make these share certificates available for collection by the relevant Bondholder at the Specified Office during normal business hours on any Business Day within the five (5) Business Days period referred to above, and (if appropriate) the original Bond Certificate with an endorsement on it by a director of the Issuer for any balance of the Bond not converted shall similarly be made available for collection at the Specified Office within the same five (5) Business Days period.
9.3 The Issuer shall pay all stamp duty, issue and registration duties (if any) and levies and charges (if any) payable in Hong Kong in respect of the allotment and issue of the Conversion Shares. Subject to the aforementioned, the Bondholder shall pay all other charges and taxes arising from or in respect of the conversion of the Bond and any profits tax (or its equivalent) ag...
Procedure for Conversion. In order to convert all or any portion of the Principal Obligations, the Payee shall (i) surrender this Note, duly endorsed, at the office of the Payor and (ii) simultaneously with such surrender, notify the Payor in writing of its election to convert all or a portion of the Principal Obligations, which notice shall specify the amount of Principal Obligations to be so converted, and whether such conversion is for Common Stock or Subsequent Round Securities. The date on which the Note is surrendered for conversion is referred to herein as the "Conversion Date." As soon as practicable after the Conversion Date, the Payee shall be entitled to receive a certificate or certificates, registered in such name or names as the Payee may direct, representing the Conversion Securities issuable upon conversion of the applicable Principal Obligations, along with a new promissory note, in the same form as this Note, reflecting any Principal Obligations that have not been so converted and any obligations in respect of accrued and unpaid interest on converted Principal Obligations; provided that the Payee shall be treated for all purposes as the record holder of such Conversion Securities as of the Conversion Date. The issuance of Conversion Securities upon conversion of any Principal Obligations shall be made without charge to the Payee for any issuance tax in respect thereof, provided that the Payor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Payee.
Procedure for Conversion. (i) To exercise the Conversion Right attaching to the Note, the Holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of the Company, a notice of conversion (a "Conversion Notice") in the form for the time being currently obtainable from the specified office of the Company, together with the Note certificate and any amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form of Conversion Notice is attached hereto as Exhibit A. The Conversion Date must fall at a time when the Conversion Right attaching to that Note is expressed in these Conditions to be exercisable and will be deemed to be the date of the surrender of the Note and delivery of such Conversion Notice and, if applicable, any payment to be made or indemnity given under these Conditions in connection with the exercise of such Conversion Right. A Noteholder delivering a Note for conversion must pay any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital, or stamp duties payable in the U.S. or required by any Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on conversion). A Conversion Notice delivered shall be irrevocable.
(ii) As soon as practicable, and in any event not later than fourteen (14) calendar days after the Conversion Date, the Company will cause the person or persons designated for the purpose in the Conversion Notice to be registered as holder(s) of the relevant number of Shares and will make a certificate or certificates for the relevant Shares available for collection at the Company's principal office in Houston, Texas or at the Company's transfer agent in New York, New York, or, if so requested in the relevant Conversion Notice, will deliver such certificate or certificates to the person and at the place specified in the Conversion Notice, at the risk of the Noteholder, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof.
(iii) The person or persons specified for that purpose will be deemed for all purposes to be the Holder of record of the number of Shares issuable upon conversion with effect from the Conversion Date. The Shares issued upon conversion of the Note will in all respects rank pari passu with the issued and outstanding...
Procedure for Conversion. Subject to Section 1 hereof, this Warrant may, in lieu of paying the Warrant Price in cash, be converted by the Holder hereof as to the whole or any lesser number of the Warrant Shares covered hereby, into the number of Warrant Shares calculated pursuant to the following formula by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at the Main Office: X = Y (A - B) -------- A where X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock subject to this Warrant being surrendered for conversion; A = the fair market value of one share of Common Stock; and B = the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares xx Xxxxxx Xxxxx sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction.
Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company a written Notice of Conversion. The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company a written Notice of Conversion. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall round each such fraction up to the nearest whole share
Procedure for Conversion. In connection with any conversion of this Note, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Equity Financing, all financing documents executed by the Investors in connection with such Qualified Equity Financing). The Company shall not be required to issue or deliver the Common Equity into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation.
Procedure for Conversion. Upon the conversion in whole or in part of this Note into Equity Securities or Common Stock of the Company (as applicable), the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of an Offering, all financing documents executed by the Investors in connection with such Offering). The Company shall not be required to issue or deliver the Equity Securities or Common Stock of the Company (as applicable) into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. The Company shall, as soon as practicable after the surrender of this Note and delivery to the Company of such documentation deliver to the Holder (i) a certificate or certificates for the number of shares of Equity Securities or Common Stock of the Company (as applicable) into which this Note is convertible in whole or in part, rounded downward to the nearest whole share and cash for the amounts not so converted as a result of the above-referenced downward rounding, registered in the name of such Investor or registered nominee or assignee and (ii) to the extent the Holder has converted only a portion of the outstanding principal amount of this Note, a replacement Note for the outstanding principal amount of this Note not converted. Upon the conversion in full or in part of this Note into Equity Securities or Common Stock of the Company (as applicable) pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts. Upon conversion of this Note in full or in part and payment of cash representing any fractional share pursuant to this Section 2(c), the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation.
Procedure for Conversion. In order to convert pursuant to Section 5(a) above, the Holder must surrender this Debenture and deliver to the Company a duly completed and executed Notice of Election to Convert in the form attached hereto as Schedule 1 (an "ELECTION NOTICE"). Within fifteen (15) days after the receipt of the Election Notice, the Company will issue and deliver to the Holder a certificate for the number of Conversion Shares issuable upon such conversion and, subject to the Holder's receipt of the Conversion Shares, this Debenture will be deemed canceled. All Conversion Shares issued will be imprinted with a legend restricting transfer substantially similar to the legend set forth on the face of this Debenture.
Procedure for Conversion. (a) The Converting Noteholder may, subject as provided herein, on any Business Day within the Conversion Period, exercise its Conversion Rights by delivering to the principal place of business of the Issuer the Conversion Notice stating its intention to convert together with the Certificate. The Conversion Notice shall be in the form set out in Appendix A to these Conditions. The Conversion Notice shall be irrevocable and shall oblige the Converting Noteholder to accept the Conversion Shares arising on such conversion on and subject to the memorandum of association and bye-laws of the Issuer. The Issuer shall be responsible for payment of all taxes and stamps, issue and registration duties (if any) and Stock Exchange trading fee, SFC transaction levy, investor compensation levy and charges (if any) arising on conversion.
(b) The relevant Conversion Shares shall be allotted and issued by the Issuer, credited as fully paid, to the Converting Noteholder or as it may direct with effect from the relevant Conversion Date. Certificate(s) for such Conversion Shares shall be issued in board lots (if applicable and to the extent possible) and delivered to the Converting Noteholder together with an endorsement on the Certificate by a director of the Issuer for any balance of its Note not converted (if appropriate) within five (5) Business Days of the Conversion Date.
