REQUIRED CONVERSION INTO PREFERRED STOCK Clause Samples

REQUIRED CONVERSION INTO PREFERRED STOCK. (i) At any time during the first seventy-five (75) days following the Issuance Date (the "REQUIRED CONVERSION PERIOD") that the Required Conversion Conditions (as defined in subparagraph (iii) below) are satisfied or waived, the Corporation shall have the right to require the conversion of all (but not less than all) of the outstanding principal amount of this Debenture and all accrued and unpaid interest and Conversion Default Payments thereon into that number of shares of a to-be created series of the Company's preferred stock having the designations, preferences and rights set forth in the Certificate of Designations, Preferences and Rights attached to the Securities Purchase Agreement as Exhibit D (the "PREFERRED STOCK") which have a total face amount equal to such principal amount and all accrued and unpaid interest and Conversion Default Payments thereon (a "REQUIRED CONVERSION"). The Corporation may exercise such right by delivery of an irrevocable Required Conversion Notice (as defined in subparagraph (ii) below) during the Required Conversion Period in accordance with the procedures set forth below. Holder may convert all or any portion of this Debenture into Common Stock by delivering a Notice of Conversion to the Corporation at any time prior to the Effective Date of Required Conversion (as defined in subparagraph (ii) below). (ii) The Corporation shall effect a Required Conversion under this Paragraph O by giving prior written notice (the "REQUIRED CONVERSION NOTICE") of the date which such Required Conversion is to become effective (the "EFFECTIVE DATE OF REQUIRED CONVERSION") to Holder, which Required Conversion Notice shall be deemed to have been delivered on the business day after the Corporation's fax (with a copy sent by overnight courier) of such notice to Holder. Upon the surrender of this Debenture, the Corporation shall issue and deliver to Holder the Preferred Shares to which Holder is entitled upon the Required Conversion. Notwithstanding the foregoing, such conversion shall be deemed effective and the Holder shall be the Holder of the Preferred Stock and shall no longer own the Debenture being converted on the Effective Date of Conversion, assuming all Required Conditions are satisfied or waived. (iii) The "REQUIRED CONDITIONS" shall consist of the following: (a) no Event of Default shall have occurred; (b) the Common Stock shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not h...