Reduction of Conversion Price. Upon the terms and subject to the conditions hereof, the Company agrees to change the Conversion Price (as defined in the Certificate of Designation) of the Series AA Stock from Fourteen Dollars and Seventy-Five Cents ($14.75) per share to Nine Dollars ($9.00) per share. The change in the Conversion Price will be effected pursuant to the Amended Series AA Certificate.
Reduction of Conversion Price. In consideration for the Purchaser’s waivers and agreements, the Company agrees that the Conversion Price under the Debenture shall be reduced to $0.125 through December 31, 2011 and from January 1, 2012 through December 31, 2014, the Conversion Price shall be $0.10.
Reduction of Conversion Price. The Conversion Price, as set forth in Section 4(a) of the Note is hereby reduced from $1.00 to $.40, and accordingly, the Conversion Price, as defined in said Note and the Loan Documents generally, is hereby amended accordingly.
Reduction of Conversion Price. In consideration for the foregoing release by the Holders, the Company agrees to reduce the Conversion Price from $0.30 per share to $0.20 per share, subject to further adjustment as set forth in the Debenture.
Reduction of Conversion Price. 2.1 The Company and the Holder each agrees that Section 2.2 of the First Note is hereby amended and restated to read in its entirety as set forth below: “At any time prior to the Repayment Date, Holder at its option and upon prior written notice to the Company, may convert in whole or in part, the outstanding Principal and accrued but unpaid interest thereon (the “Debt”) into shares of common stock of the Company based on a per share conversion price of the lower of (i) $0.25, or (ii) a twenty five percent (25%) discount to the average closing trading price (as reported by Bloomberg) of a share of Company common stock during the five (5) trading days prior to the conversion date (the “Conversion Price”); provided, however, the number of shares of Company common stock that may be acquired by Holder upon any conversion of the Debt shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of Company common stock then beneficially owned by Holder and his affiliates and any other persons whose beneficial ownership of Company common stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Company common stock (including for such purpose the shares of Company common stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Holder may waive such limitation on conversion contained in this Section 2.2 or increase or decrease such limitation percentage to any other percentage as specified in a written notice to the Company.”
2.2 The Company and the Holder each agrees that Section 2.2 of the Second Note is hereby amended and restated to read in its entirety as set forth below: “At any time prior to the Repayment Date, Holder at its option and upon prior written notice to the Company, may convert in whole or in part, the outstanding Principal and accrued but unpaid interest thereon (the “Debt”) into shares of common stock of the Company based on a per share conversion price of the lower of (i) $0.25, or (ii) a twenty five percent (25%) discount to the average closing trading price (as reported by Bloomberg) of a share of Company common stock during the five (5) trading days prior to the conversion date (the “Conversion Price”); provided, how...
Reduction of Conversion Price. The definition of “Conversion Price” in Section 1.1 of the Financing Agreement is hereby amended in its entirety to read as follows:
Reduction of Conversion Price. The Company and the Holder agree that the "Conversion Price" of the Secured Note shall be reduced to Six Cents ($0.06), subject to adjustment as provided in the Second Amendment.
Reduction of Conversion Price. The Corporation from time to time may reduce the Conversion Price if it considers such reductions to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of Common Stock by any amount, but in no event may the Conversion Price be less than the par value of a share of Common Stock. Whenever the Conver- sion Price is reduced, the Corporation shall deliver to holders of Series A Preferred Stock a notice of the reduction. The Corporation shall deliver the notice by Overnight Delivery at least 15 days before the date the reduced Conversion Price takes effect. The notice shall state the reduced Conversion Price and the period it will be in effect. A reduction of the Conversion Price does not change or adjust the Conversion Price otherwise in effect for purposes of this Article IV.
Reduction of Conversion Price. The Company and the Holder agree that the "Conversion Price" as defined in the Secured Note, the $175,000 Note, the $25,000 Note and the $250,000 Note shall be reduced to Five Cents ($0.05), subject to adjustment as provided in the Secured Note, $175,000 Note, $25,000 Note and the $250,000 Note.
Reduction of Conversion Price. BELOW PAR VALUE Before taking any action that would cause an adjustment pursuant to Section 6 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock.
