Common use of Right to Convert; Conversion Price Clause in Contracts

Right to Convert; Conversion Price. Each share of Preferred Stock ---------------------------------- shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined in accordance with the following: (i) in the case of the Series C Preferred Stock, by dividing $3.15 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series C Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series C Conversion Price") shall initially be $3.15 per share of Common Stock. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series C Preferred Stock is convertible, as hereinafter provided. (ii) in the case of the Series B Preferred Stock, by dividing $1.50 by the Series B Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series B Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series B Conversion Price") shall initially be $1.50 per share of Common Stock. Such initial Series B Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series B Preferred Stock is convertible, as hereinafter provided. (iii) in the case of the Series A Preferred Stock, by dividing $0.50 by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series A Conversion Price") shall initially be $0.50 per shares of Common Stock. Such initial Series A Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter provided.

Right to Convert; Conversion Price. Each share Subject to and upon compliance with the provisions hereof, the holder of Preferred any Convertible Note shall have the right, at any time until such Convertible Note has been paid in full, to convert all or any portion of the unpaid amount of such Convertible Note into Common Stock ---------------------------------- of the Company at a price of $.12 per share, or in case an adjustment of such initial conversion price has taken place pursuant to the further provisions of this Section 6, then at the price as last adjusted and in effect at the date such Convertible Note or portion thereof is surrendered for conversion (the initial conversion price or such price as last adjusted, as the case may be, being referred to herein as the "Conversion Price"); provided, however, that in no event shall the Conversion Price be reduced below the then applicable par value of the Company's Common Stock. The number of shares of the Company's Common Stock into which any Convertible Note is convertible shall be convertible, without subject to adjustment pursuant to the payment further provisions of this Section 6. The number of such shares into which a portion of any additional consideration by Convertible Note is convertible shall be that proportion of the total number of such shares, as adjusted, into which such Convertible Note is then convertible which the principal amount of such portion to be so converted bears to the then unpaid principal amount of such Convertible Note. In order to convert any Convertible Note, the holder thereof shall surrender the Convertible Note to the Company at its office in Roswell, GA (or any other office or agency of the Company that it designates by notice in writing to the holders of the Convertible Notes), accompanied by a written statement designating the principal amount of such Convertible Note, or portion thereof, to be so converted. In the case of any Convertible Note which is converted in part only, the Company shall, upon such conversion, execute and at the option of deliver to the holder thereof, at any time after the date Company's expense, a new Convertible Note or Convertible Notes of issuance authorized denominations in principal amount equal to the unconverted portion of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined in accordance with the following: (i) in the case of the Series C Preferred Stock, by dividing $3.15 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series C Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series C Conversion Price") shall initially be $3.15 per share of Common Stock. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series C Preferred Stock is convertible, as hereinafter providedConvertible Note. (ii) in the case of the Series B Preferred Stock, by dividing $1.50 by the Series B Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series B Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series B Conversion Price") shall initially be $1.50 per share of Common Stock. Such initial Series B Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series B Preferred Stock is convertible, as hereinafter provided. (iii) in the case of the Series A Preferred Stock, by dividing $0.50 by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series A Conversion Price") shall initially be $0.50 per shares of Common Stock. Such initial Series A Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter provided.

Right to Convert; Conversion Price. Each share Subject to and upon compliance with the provisions hereof, the holder of Preferred any Convertible Note shall have the right, at any time (except that if the Company has given notice of redemption thereof pursuant to Section 5(b) such holder shall give written notice of intention to convert the principal amount of such Convertible Note not less than one day prior to the Redemption Date) until such Convertible Note has been paid in full, to convert all or any portion of the unpaid amount of such Convertible Note into Common Stock ---------------------------------- of the Company at a price of $3.75 per share, or in case an adjustment of such initial conversion prices has taken place pursuant to the further provisions of this Section 7, then at the price as last adjusted and in effect at the date such Convertible Note or portion thereof is surrendered for conversion (the initial conversion price or such price as last adjusted, as the case may be, being referred to herein as the "Conversion Price"); provided, however, that in no event shall the Conversion Price be reduced below the then applicable par value of the Company's Common Stock. The number of shares of the Company's Common Stock into which any Convertible Note is convertible shall be convertible, without subject to adjustment pursuant to the payment further provisions of this Section 7. The number of such shares into which a portion of any additional consideration by Convertible Note is convertible shall be that proportion of the total number of such shares, as adjusted, into which such Convertible Note is then convertible which the principal amount of such portion to be so converted bears to the then unpaid principal amount of such Convertible Note. In order to convert any Convertible Note, the holder thereof shall surrender the Note to the Company at its office in Atlanta (or any other office or agency of the Company that it designates by notice in writing to the holders of the Convertible Notes), accompanied by a written statement designating the principal amount of such Convertible Note, or portion thereof, to be so converted. In the case of any Convertible Note which is converted in part only, the Company shall, upon such conversion, execute and at the option of deliver to the holder thereof, at any time after the date Company's expense, a new Convertible Note or Convertible Notes of issuance authorized denominations in principal amount equal to the unconverted portion of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined in accordance with the following: (i) in the case of the Series C Preferred Stock, by dividing $3.15 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series C Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series C Conversion Price") shall initially be $3.15 per share of Common Stock. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series C Preferred Stock is convertible, as hereinafter providedConvertible Note. (ii) in the case of the Series B Preferred Stock, by dividing $1.50 by the Series B Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series B Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series B Conversion Price") shall initially be $1.50 per share of Common Stock. Such initial Series B Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series B Preferred Stock is convertible, as hereinafter provided. (iii) in the case of the Series A Preferred Stock, by dividing $0.50 by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series A Conversion Price") shall initially be $0.50 per shares of Common Stock. Such initial Series A Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter provided.

Right to Convert; Conversion Price. Each share Subject to and upon compliance with the provisions hereof, the holder of Preferred any Convertible Note shall have the right, at any time until such Convertible Note has been paid in full, to convert all or any portion of the unpaid amount of such Convertible Note into Common Stock ---------------------------------- of the Company at a price of $.07 per share, or in case an adjustment of such initial conversion price has taken place pursuant to the further provisions of this Section 6, then at the price as last adjusted and in effect at the date such Convertible Note or portion thereof is surrendered for conversion (the initial conversion price or such price as last adjusted, as the case may be, being referred to herein as the "Conversion Price"); provided, however, that in no event shall the Conversion Price be reduced below the then applicable par value of the Company's Common Stock. The number of shares of the Company's Common Stock into which any Convertible Note is convertible shall be convertible, without subject to adjustment pursuant to the payment further provisions of this Section 6. The number of such shares into which a portion of any additional consideration by Convertible Note is convertible shall be that proportion of the total number of such shares, as adjusted, into which such Convertible Note is then convertible which the principal amount of such portion to be so converted bears to the then unpaid principal amount of such Convertible Note. In order to convert any Convertible Note, the holder thereof shall surrender the Convertible Note to the Company at its office in Roswell, GA (or any other office or agency of the Company that it designates by notice in writing to the holders of the Convertible Notes), accompanied by a written statement designating the principal amount of such Convertible Note, or portion thereof, to be so converted. In the case of any Convertible Note which is converted in part only, the Company shall, upon such conversion, execute and at the option of deliver to the holder thereof, at any time after the date Company's expense, a new Convertible Note or Convertible Notes of issuance authorized denominations in principal amount equal to the unconverted portion of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined in accordance with the following: (i) in the case of the Series C Preferred Stock, by dividing $3.15 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series C Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series C Conversion Price") shall initially be $3.15 per share of Common Stock. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series C Preferred Stock is convertible, as hereinafter providedConvertible Note. (ii) in the case of the Series B Preferred Stock, by dividing $1.50 by the Series B Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series B Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series B Conversion Price") shall initially be $1.50 per share of Common Stock. Such initial Series B Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series B Preferred Stock is convertible, as hereinafter provided. (iii) in the case of the Series A Preferred Stock, by dividing $0.50 by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series A Conversion Price") shall initially be $0.50 per shares of Common Stock. Such initial Series A Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter provided.

Right to Convert; Conversion Price. Each (a) Subject to and upon compliance with the provisions hereof, the holder of the Convertible Note shall have the right, at such holder's option, at any time up to and including January 31, 2000 or until the Convertible Note shall have been paid in full (the "Conversion Period"), to convert all or any portion of the unpaid amount of such Convertible Note into Common Stock of the Company at a price per share equal to the average closing price per share of Preferred the Common Stock ---------------------------------- during the five days preceding the date of the Company's election to obtain a Loan (in the event that more than one Loan has been obtained the price for each Loan shall be convertiblecomputed separately) ("Conversion Price"). The number of shares of the Common Stock of the Company into which any Convertible Note shall be convertible shall be subject to adjustment pursuant to the further provisions of this Section 2.05. In order to convert the Convertible Note, without the payment of any additional consideration by the holder thereof shall surrender the Convertible Note to the Company at its principal office at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxx (or such other office or agency of the Company as the Company may designate by notice in writing to the holder of the Convertible Note), accompanied by a written statement designating the principal amount of such Convertible Note and at the option Conversion Price applicable to the portion of the Loan so converted. If the Convertible Note is converted in part only, the Company shall, upon such conversion, execute and deliver to the holder thereof, at any time the expense of the Company, a new Convertible Note in principal amount equal to the unconverted portion of such Convertible Note. (b) Within a reasonable time, not exceeding fifteen (15) days after the date receipt of issuance the written statement referred to in subsection 2.05 (a) and surrender of the Convertible Note as aforesaid, the Company shall issue and deliver to the holder thereof (hereinafter in this subsection, the term "holder" shall include the nominee of any such holder), registered in the name of such shareholder, at the office of the Corporation a certificate or any transfer agent certificates for the Preferred Stock, into such number of fully paid and nonassessable full shares of Common Stock as is determined in accordance with issuable upon the following: conversion of such Convertible Note (i) in or specified portion thereof). To the case of extent permitted by law, such conversion shall be deemed to have been effected and the Series C Preferred Stock, by dividing $3.15 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series C Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series C Conversion Price") shall initially be $3.15 per share of Common Stock. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust and the number of shares of Common Stock into issuable in connection with such conversion shall be determined as of the close of business on the date on which such written statement shall have been received by the Series C Preferred Company and the Convertible Note shall have been surrendered as aforesaid, and at such time the rights of the holder of the Convertible Note as to the converted portion of the principal of the Convertible Note shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Conversion Stock is convertibleshall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. The Company will, as hereinafter at the time of such conversion, in whole or in part, upon request of the holder of the Convertible Note, acknowledge in writing its continuing obligation to such holder in respect of any rights (including, without limitation, any right of registration of the shares of Common Stock issued upon such conversion) to which such holder shall continue to be entitled under this Agreement (including issuance of a new Convertible Note for any non-converted portion of the Note) after such conversion; provided, that the failure of such holder to make any such requests shall not affect the continuing obligation of the Company to such holder in respect of such rights. (iic) No payment or adjustments shall be made upon any conversion on account of any cash dividends on the Common Stock issued upon such conversion. The Company shall pay all interest on the Convertible Note surrendered for conversion, accrued to the date upon which the above-mentioned written statement shall have been received by the Company. (d) In case the Company shall at any time subdivide or combine the outstanding shares of Common Stock, the Conversion Price shall forthwith be proportionately decreased in the case of a subdivision and increased in the Series B Preferred Stock, by dividing $1.50 by the Series B Conversion Price, determined as hereinafter providedcase of a combination. Similarly, in effect at case the time of conversion. The Conversion Price at which Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of shares of the Company's capital stock convertible with Common Stock, the Conversion Price shall forthwith be deliverable upon proportionately decreased as of the record date for such divided or distributions. Further, in the case of any reclassification or change of outstanding shares of Common Stock, in the case of any consolidation or merger of the Company with or into another corporation or in the case of any sale or conveyance to another corporation of the property of the Company as an entity or substantially as an entity, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company, or such successor or purchasing corporation, as the case may be, shall make lawful and adequate provisions whereby the holder of the Convertible Note shall thereafter have the right to receive on conversion of the Series B Preferred Stock without Convertible Note the payment kind and amount of any additional consideration securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by the a holder thereof (the "Series B Conversion Price") shall initially be $1.50 per share of Common Stock. Such initial Series B Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which issuable upon exercise of the Series B Preferred Stock is convertibleConvertible Note immediately prior to such reclassification, as hereinafter provided. (iii) change, consolidation, merger, sale or conveyance. In the event that further adjustments to the Conversion Price are warranted and are not addressed above, the parties will negotiate in good faith to resolve such differences and, in the case absence of agreement will submit resolution of any such matters to binding arbitration before the Chicago chapter of the Series A Preferred Stock, by dividing $0.50 by the Series A Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of the Series A Preferred Stock without the payment of any additional consideration by the holder thereof (the "Series A Conversion Price") shall initially be $0.50 per shares of Common Stock. Such initial Series A Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter providedAmerican Arbitration Association.