Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 17 contracts
Samples: Purchase Agreement (Harrison Vickers & Waterman Inc), Purchase Agreement (Harrison Vickers & Waterman Inc), Purchase Agreement (Harrison Vickers & Waterman Inc)
Voluntary Conversion. At any time after the Original Issue Date until this This Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 14 contracts
Samples: Force Protection Video Equipment Corp., Force Protection Video Equipment Corp., Force Protection Video Equipment Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 2 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 14 contracts
Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp)
Voluntary Conversion. At any time after the first anniversary of the Original Issue Date and until this the Note is no longer outstanding, the Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock (the “Conversion Shares”) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d4(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted or paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 11 contracts
Samples: Drinks Americas Holdings, LTD, Drinks Americas Holdings, LTD, Drinks Americas Holdings, LTD
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions (each, a “Conversion”) by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 10 contracts
Samples: Waste2Energy Holdings, Inc., American Scientific Resources Inc, American Scientific Resources Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 9 contracts
Samples: Security Agreement (China Expert Technology Inc), North American Technologies Group Inc /Mi/, Samir Financial, L.L.C.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 9 contracts
Samples: Escrow Agreement (Synthetic Blood International Inc), Advanced Cell Technology, Inc., Advanced Cell Technology, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 8 contracts
Samples: Digital Ally, Inc., Isun, Inc., Ensysce Biosciences, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, (when used in this Note principal and/or at “no longer outstanding” shall include the election of the Holder accrued interest Notes being paid in full or fully converted), this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering faxing and emailing to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount Principal Amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) Principal Amount converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.
Appears in 8 contracts
Samples: Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp)
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 7 contracts
Samples: Pure Earth, Inc., Interactive Television Networks, Net TALK.COM, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 7 contracts
Samples: Mimvi, Inc., Securities Purchase Agreement (San West, Inc), Cdex Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount and interest, if any, of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one three (13) Business Day Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 6 contracts
Samples: Security Agreement (Accelerated Pharma, Inc.), Exclusive License Agreement (Accelerated Pharma, Inc.), Security Agreement (Accelerated Pharma, Inc.)
Voluntary Conversion. At any time after the Original Issue Issuance Date until this Note is no longer outstanding, subject to Section 4.3, this Note principal and/or at the election of the Holder accrued interest shall be convertible, convertible (in whole or in part), into shares of Common Stock at the option of the Holder, at any time into such number of fully paid and from time non-assessable shares of Common Stock as is determined by dividing (x) that portion of the Outstanding Principal Amount that the Holder elects to time convert (subject the “Conversion Amount”) by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit B (the “Conversion Notice”), in accordance with Section 6.1 to the conversion limitations set forth in Section 4(d) hereof)Maker. The Holder shall effect deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions by delivering to Borrower a Notice of Conversionthis Note, the form Maker shall keep written records of which is attached hereto the amount of this Note converted as Annex A of the date of such conversion (each, a “Notice of ConversionConversion Date”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such daterecord, the “Conversion DateNote Register”). If no No ink-original Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice of Conversion is deemed delivered hereunderform be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Outstanding Principal Amount in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 6 contracts
Samples: Marizyme, Inc., Marizyme, Inc., Marizyme Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Xxxxxxxx shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 6 contracts
Samples: Purchase Agreement (Harrison Vickers & Waterman Inc), Purchase Agreement (Harrison Vickers & Waterman Inc), Purchase Agreement (Harrison Vickers & Waterman Inc)
Voluntary Conversion. At any time after the Original Issue Date until date of this Note, this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Premier Biomedical Inc), Securities Purchase Agreement (Premier Biomedical Inc), Premier Biomedical Inc
Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock Conversion Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day two Trading Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 5 contracts
Samples: 60 Degrees Pharmaceuticals, Inc., 60 Degrees Pharmaceuticals, Inc., 60 Degrees Pharmaceuticals, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 5 contracts
Samples: Registration Rights Agreement (Accentia Biopharmaceuticals Inc), Securities Purchase Agreement (Accentia Biopharmaceuticals Inc), Sona Mobile Holdings Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to Borrower the Company unless the entire principal amount of this Note Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Hartville Group Inc), Securities Purchase Agreement (Hartville Group Inc), Vistula Communications Services Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and any accrued but unpaid interest thereon to be converted and the future date (which may be the same date as the date such notice is deemed effective pursuant to Section 8(a)) on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 5 contracts
Samples: Saleen Automotive, Inc., W270, Inc., AtheroNova Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 5 contracts
Samples: U.S. Aerospace, Inc., U.S. Aerospace, Inc., U.S. Aerospace, Inc.
Voluntary Conversion. At any time after the Original Issue Date until Commencing on January 1, 2023, this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 4 contracts
Samples: Security Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc), Giga Tronics Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 4 contracts
Samples: Allarity Therapeutics, Inc., Allarity Therapeutics, Inc., Allarity Therapeutics, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture has been so convertedconverted and all accrued but unpaid interest thereon has been paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 4 contracts
Samples: Silverstar Holdings LTD, Silverstar Holdings LTD, Silverstar Holdings LTD
Voluntary Conversion. At any time after the Original Issue Release Date and until this the Note is no longer outstanding, the Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock (the “Conversion Shares”) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted or paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: Las Vegas Railway Express, Inc., Originoil Inc, Originoil Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted converted, including accrued but unpaid interest thereon, and the date on which such conversion shall be effected (such date, which date shall be no earlier than the date on which the Company is deemed to receive the Notice of Conversion, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: Adamis Pharmaceuticals Corp, Adamis Pharmaceuticals Corp, Adamis Pharmaceuticals Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (GeoPharma, Inc.), Registration Rights Agreement (GeoPharma, Inc.), Registration Rights Agreement (GeoPharma, Inc.)
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. Once delivered, the Notice of Conversion shall be irrevocable, unless provided otherwise by the Company in its sole discretion or as provided in Section 4(d)(iii). To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: Arkados Group, Inc., Arkados Group, Inc., Arkados Group, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company's request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 3 contracts
Samples: Liska Biometry Inc, Liska Biometry Inc, Knockout Holdings, Inc.
Voluntary Conversion. At any time after During the Original Issue Date until Conversion Period (as may be extended pursuant to the terms of the Subscription Agreement), this Note is no longer outstanding, Note principal and/or at the election shall be convertible (pursuant to Section 1.2 and 1.3 of the Holder accrued interest shall be convertibleSubscription Agreement), in whole or in part, into shares of Common Stock Units at the option of the Holder, at any time and from time to time (subject to time, at the conversion limitations set forth in Section 4(d) hereof)applicable Conversion Price. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form forms of which is attached hereto as Annex A for conversion into the Units (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount Principal Amount of this Note and accrued interest, if any, to be converted converted, and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount Principal Amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Units otherwise pursuant to the terms of this Note. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(sPrincipal Amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one five (15) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: Subscription Agreement (Orgenesis Inc.), Orgenesis Inc., Orgenesis Inc.
Voluntary Conversion. At any time after the Original Issue Date Company increases its authorized Common Stock to 7,500,000,000 shares of Common Stock, until all amounts due under this Note is no longer outstandinghave been paid, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock of the Company at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). Notwithstanding the foregoing, or anything else in this Note, the conversion of this Note may only be done in increments of a minimum value of twenty-five (25%) percent of then-outstanding principal balance of, and all accrued interest and penalties on, this Note. The Holder shall effect effectuate conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted together with any interest accrued thereon and the date on which such conversion shall be effected effectuated (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or and any accrued interest, at the option of the Holder, but unpaid interest in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: ARJ Consulting, LLC, Verus International, Inc., Verus International, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder this Note, including interest accrued interest hereon, shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted, in which case the Holder shall deliver the original of this Note to Borrower no later than ten (10) Trading Days after conversion. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 3 contracts
Samples: GT Biopharma, Inc., GT Biopharma, Inc., GT Biopharma, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Note, and accrued interest and/or liquidated damages, if any, to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Andalay Solar, Inc., YayYo, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 2 contracts
Samples: Knobias, Inc., Knobias, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. Once delivered, the Notice of Conversion shall be irrevocable, unless provided otherwise by the Company in its sole discretion or as provided in Section 4(d)(iii). To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Cdknet Com Inc, Cdknet Com Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at this Note, including the election of the Holder accrued and unpaid interest thereon, shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion, less the amount allocable to the accrued and unpaid interest. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Elio Motors, Inc., Elio Motors, Inc.
Voluntary Conversion. At any time after the Original Issue Date receipt of Shareholder Approval until this Note is no longer outstanding, Note principal and/or at the election all or any portion of the Holder outstanding principal amount of this Note, plus any accrued and unpaid interest on such amount that is outstanding on the Conversion Date shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderLender, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d7(d) hereof). The Holder Lender shall effect conversions by delivering to Borrower Parent a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (each such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder Lender shall not be required to physically surrender this Note to Borrower Parent unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder Lender and Bxxxxxxx Parent shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower Parent may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Lender shall be controlling and determinative in the absence of manifest error. The HolderLender, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this the Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: XpresSpa Group, Inc., XpresSpa Group, Inc.
Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Esports Entertainment Group, Inc., Esports Entertainment Group, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note Debentures to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debentures to Borrower the Company unless the entire principal amount of this Note Debenture plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain detailed and accurate records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 2 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 2 contracts
Voluntary Conversion. At any time after the 170th day after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Players Network, Sincerity Applied Materials Holdings Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder and accrued interest interest, if any, shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: General Employment Enterprises Inc, Vuzix Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company's request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 2 contracts
Samples: Global Axcess Corp, New Century Companies Inc
Voluntary Conversion. At Subject to the provisions of this Section 4, at any time after the Original Issue Date date hereof until this Note is no longer outstanding, the outstanding principal amount of this Note principal and/or at the election of the Holder accrued interest (including all previously capitalized PIK Interest thereon) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice notice of Conversion, the form of which is attached hereto as Annex A conversion (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted, which amount shall be no less than $100,000 (unless the aggregate principal amount that has not been converted is less than $100,000, in which case the amount to be converted shall be no less than remaining aggregate principal amount that has not been converted), and the date on which such conversion shall be effected effected, which date shall be no earlier than the tenth (10th) Business Day after such Notice of Conversion is deemed delivered hereunder (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is the tenth (10th) Business Day after such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionamount being converted. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the principal amount of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $1.40, subject to adjustment herein (the "Conversion Price").
Appears in 2 contracts
Voluntary Conversion. At any time after the Original Issue Date and from time to time until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)) at the option of the Holder as provided herein. The Holder shall effect conversions (each a “Conversion”) by delivering to Borrower the Borrowers a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion Conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions Conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Borrowers unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionConversion. The Holder and Bxxxxxxx the Borrowers shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(sConversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion Conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) and Section 4(f) hereof). The Holder shall effect conversions by delivering to Borrower the Corporation a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Corporation unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Corporation shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Corporation may deliver an objection to any Notice of Conversion only within one two (12) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Corporation shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. The interest on the Principal Axxxxx converted prior to the Maturity Date shall be automatically increased by an amount equal to One Hundred and Eight Dollars ($108) for each One Thousand Dollars ($1,000) of principal amount being converted (prorated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Emerald Medical Applications Corp., Emerald Medical Applications Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, subject to Section 3(e), this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d3(d) and Section 3(e) hereof) (each a “Conversion”). The Holder shall effect conversions by delivering to Borrower the Issuer a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted converted, the Make-Whole Amount (as defined below) and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Issuer unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Issuer’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Issuer shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Issuer may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.), Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.5450, subject to adjustment herein (the “Conversion Price”).
Appears in 2 contracts
Samples: Ensysce Biosciences, Inc., Ensysce Biosciences, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall Borrxxxx xxxll maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Harrison Vickers & Waterman Inc), Purchase Agreement (Harrison Vickers & Waterman Inc)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or accrued interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal and accrued interest amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: Nevada Canyon Gold Corp., nDivision Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted at the election of the Holder and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. The interest on the Principal Xxxxxx converted prior to the Maturity Date shall be automatically increased by an amount equal to One Hundred and Eight Dollars ($108) for each One Thousand Dollars ($1,000) of principal amount being converted (prorated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount ("Additional Interest"). To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.. b)
Appears in 2 contracts
Samples: Emerald Medical Applications Corp., Emerald Medical Applications Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder this Note, including interest accrued interest hereon, shall be convertible, in whole or in part, into shares of Common Series E Preferred Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 2 contracts
Samples: XpresSpa Group, Inc., XpresSpa Group, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, the Face Amount outstanding under this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d7(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Issuer the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest face amount of this the Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Issuer unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Issuer shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Issuer shall deliver an any objection to any Notice of Conversion only within one (1) Business Day 3 business days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Issuer’s request, the Holder shall surrender the Note to the Issuer within five (5) business days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 2 contracts
Samples: The3rdBevco Inc., The3rdBevco Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, (when used in this Note principal and/or at “no longer outstanding” shall include the election of the Holder accrued interest Notes being paid in full or fully converted), this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering faxing and emailing to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount Principal Amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount Principal Amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount Principal Amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(sPrincipal Amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount Principal Amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Magnolia Solar Corp
Voluntary Conversion. At any time six (6) months after the Original Issue Date until all amounts due under this Note is no longer outstandinghave been paid in full, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note, all accrued and unpaid interest thereon and all other amounts due under this Note has have been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionconversion amount. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: THC Therapeutics, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder this Note, including interest accrued interest hereon, shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: XpresSpa Group, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall Borrowex xxxxx maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Purchase Agreement (Harrison Vickers & Waterman Inc)
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note the principal and/or at the election amount of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture has been so converted, and all accrued and unpaid interest thereon has been paid. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an a valid objection to any Notice of Conversion only promptly but in any event within one (1) 3 Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancyAbsent manifest error, the Holder’s records showing the principal amount(s) converted and the date of the Holder such conversion(s) shall be controlling and determinative in the absence of manifest errordeterminative. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Teton Energy Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or amount and accrued interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Intercloud Systems, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of common stock, par value $0.0001 per share, of Mount Tam (the “Common Stock Stock”) at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company and Mount Tam a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. For purposes of Section 4, references to the Company shall include Mount Tam.
Appears in 1 contract
Samples: Mount TAM Biotechnologies, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the HolderNew Purchaser, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder New Purchaser shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and accrued interest, if any, to be converted at the election of the New Purchaser and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. The interest on the Principal Axxxxx converted prior to the Maturity Date shall be automatically increased by an amount equal to One Hundred and Eight Dollars ($108) for each One Thousand Dollars ($1,000) of principal amount being converted (prorated for lesser amounts of Principal Amount) less the amount of interest actually paid on such Principal Amount (“Additional Interest”). To effect conversions hereunder, the Holder New Purchaser shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions of principal hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder New Purchaser and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder New Purchaser shall be controlling and determinative in the absence of manifest error. The HolderNew Purchaser, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Emerald Medical Applications Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Targeted Medical Pharma, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions (each, a “Conversion”) by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion the“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver The Company maydeliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: American Scientific Resources Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note has been so convertedconverted and all accrued but unpaid interest thereon has been paid in full in cash. Conversions of principal of this Note hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 1 Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Notwithstanding the foregoing, under no circumstances shall the Company effect a conversion into Common Stock under this subsection or issue shares of Common Stock in payment of interest, in the aggregate equal to twenty percent (20%) or more of the Common Stock or voting power outstanding prior to the issuance of the Notes without first obtaining stockholder approval if required by law or applicable stock exchange rules.
Appears in 1 contract
Samples: Blue Earth, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock Ordinary Shares at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section 4(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the Ordinary Shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: CENNTRO ELECTRIC GROUP LTD
Voluntary Conversion. At any time after the Original Issue Date until date of this Note, this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be xxxxxxxx.Xx effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Premier Biomedical Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Fuel Performance Solutions, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(samounts) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Calm Waters Partnership
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d4(c) hereof), provided, however, that the Holder shall not convert the Note into a number of shares that would exceed 25% of the aggregate volume for the previous 10 Trading Days. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Notes to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Notes to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company’s request, the Holder shall surrender the Note to the Company within five (5) Trading Days following such request so that a new Note reflecting the correct principal amount may be issued to Holder.
Appears in 1 contract
Samples: Loan Modification Agreement (Whispering Oaks International Inc)
Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, but subject to Section 4(d), this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required to effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and in each conversion, the date of such conversion(s)each conversion, and the Conversion Price in effect at the time of each conversion. Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. The Holder may assign or sell a portion or all of this Debenture.
Appears in 1 contract
Samples: Cool Technologies, Inc.
Voluntary Conversion. At any time after the Original Issue Date and the commencement by the Company of the Offering, until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock Conversion Shares at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d) hereof); provided, however, that (i) if, at the end of the one-year period commencing on the Original Issue Date (the “Note Term”), this Note has not been converted into Conversion Shares in whole or in part by the Holder, the Company must obtain the approval of BNP Paribas to pay the balance of the Note in cash and (ii) before the Note can be paid off in full or in part, in cash, the Company must obtain the approval of BNP Paribas. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note plus all accrued and unpaid interest thereon has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Teton Energy Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock or into a payment equivalent to the closing price of the shares, that would have otherwise been issued by the company, on the day that the Holder notifies the Company in writing about its intent to convert the note or a portion thereof, at the option sole discretion of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)Company. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Ebix Inc
Voluntary Conversion. At any time after the Original Issue Issuance Date (subject to the restrictions set forth in Sections 4(e) and 4(f) below) (the “Initial Conversion Date”), until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(dSections 4(e) and 4(f) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of receipt of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder Borrower shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: InfoSonics Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the Company the form of which is Notice of Conversion attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall is to be effected (such date, the “a "Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions. Borrower may The Company shall deliver an any objection to any Notice of Conversion only within one (1) 3 Business Day Days of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. However, at the Company's request, the Holder shall promptly surrender this Note to the Company so that a new Note reflecting the correct principal amount may be issued to the Holder.
Appears in 1 contract
Samples: Auriga Laboratories, Inc.
Voluntary Conversion. At Subject to the provisions of this Section 4, at any time after the Original Issue Date date hereof until this Note is no longer outstanding, Note principal and/or at the election up to $2,250,000 of the Holder accrued interest outstanding principal amount of this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice notice of Conversion, the form of which is attached hereto as Annex A conversion (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted, which amount shall be no less than $100,000 (unless the aggregate principal amount that has not been converted is less than $100,000, in which case the amount to be converted shall be no less than remaining aggregate principal amount that has not been converted), and the date on which such conversion shall be effected effected, which date shall be no earlier than the tenth (10th) Business Day after such Notice of Conversion is deemed delivered hereunder (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that is the tenth (10th) Business Day after such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionamount being converted. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of the principal amount of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $2.25, subject to adjustment herein (the "Conversion Price").
Appears in 1 contract
Samples: Spy Inc.
Voluntary Conversion. At any time after the Original Issue Issuance Date until this Note is no longer outstanding, subject to Section 4.3, this Note principal and/or at the election of the Holder accrued interest shall be convertible, convertible (in whole or in part), into shares of Common Stock at the option of the Holder, at any time into such number of fully paid and from time nonassessable shares of Common Stock as is determined by dividing (x) that portion of the Outstanding Principal Amount, accrued and unpaid interest, or Mandatory Default Amount, as applicable, that the Holder elects to time convert (subject the ‘Conversion Amount’) by (y) the Conversion Price then in effect on the date on which the Holder delivers a notice of conversion, in substantially the form attached hereto as Exhibit B (the ‘Conversion Notice’), in accordance with Section 6.1 to the conversion limitations set forth in Section 4(d) hereof)Maker. The Holder shall effect deliver this Note to the Maker at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions by delivering to Borrower a Notice of Conversionthis Note, the form Maker shall keep written records of which is attached hereto the amount of this Note converted as Annex A of the date of such conversion (each, a “‘Conversion Date’, and such record, the ‘Note Register’). No ink-original Conversion Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected required, nor shall any medallion guarantee (such date, the “or other type of guarantee or notarization) of any Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall form be the date that such Notice of Conversion is deemed delivered hereunderrequired. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, or Mandatory Default Amount, as applicable, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note Outstanding Principal Amount or accrued interestMandatory Default Amount, at the option of the Holderas applicable, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof. If all or any portion of the Mandatory Default Amount is outstanding on the date of any conversion pursuant to this Section 4.1(a), such conversion shall be applied to the Mandatory Default Amount until the Mandatory Default Amount is fully converted. If the Holder converts the Mandatory Default Amount under this Section 4.1(a) in full, such conversion shall fully extinguish the Mandatory Default Amount, the Outstanding Principal Amount, and any accrued and unpaid interest with respect to the Outstanding Principal Amount. Any late fees or other amounts due and payable hereunder shall remain outstanding.”
Appears in 1 contract
Samples: Letter Agreement (Marizyme, Inc.)
Voluntary Conversion. At any time after the Original Issue Date earlier of the (i) occurrence of an Event of Default; or, (ii) the day following the Maturity Date, until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Pure Bioscience, Inc.
Voluntary Conversion. At any time after the Original Issue Date of Issuance set forth on the first page hereof until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Viking Systems Inc
Voluntary Conversion. At any time after the Original Issue Date until all amounts due under this have been paid in full, up to fifty percent (50%) of the principal amount of this Note is no longer outstanding, Note principal and/or at in the election of the Holder accrued interest aggregate shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d9(e) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note and/or any other amounts due under this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunderNo ink-original Notice of Conversion shall be required, the Holder nor shall not any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so convertedrequired. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionconversion amount. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) and/or any other amounts due under this Note converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Viking Energy Group, Inc.
Voluntary Conversion. At any time after 120 days of the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall may be convertibleconverted, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice notice of Conversionconversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Rimrock Gold Corp.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall Borrowxx xxxxx maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Purchase Agreement (Harrison Vickers & Waterman Inc)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Nac Global Technologies, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at in the election event of the Holder accrued interest occurrence of an Event of Default that has not been cured in accordance with Section 6 hereof, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: DPW Holdings, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this This Convertible Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at a price of $1.05 per share at the option of the Holder, Holder at any time and from time to time (subject to after the conversion limitations set forth in Section 4(d) hereof)Original Issue Date. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Convertible Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Convertible Note to Borrower the Company unless the entire principal amount of this Note Convertible Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering reducing the outstanding principal amount of this Convertible Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversionconversion of principal. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one two (12) Business Day Days of delivery of such Notice of ConversionConversion based on an inaccuracy in such Notice but not on any other basis. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Convertible Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Convertible Note, the unpaid and unconverted principal amount of this Convertible Note may will be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Petrosearch Energy Corp
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder, and the Conversion Date may not be a date prior to the date of delivery of such Conversion Notice. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Cdex Inc
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereofhereof and irrespective of any Equity Condition). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Star Energy Corp
Voluntary Conversion. At any time after the Original Amendment Issue Date until no obligations under this Note is no longer are due or owing or outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Function(x) Inc.
Voluntary Conversion. At any time after the Original Issue Date until this This Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and {00757963.DOCX;3 } unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election this Debenture (including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of the Holder accrued interest this Debenture) shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such No ink-original Notice of Conversion is deemed delivered hereundershall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so convertedconverted in which case the Holder shall surrender this Debenture as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Taronis Fuels, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time (subject to the limitations on conversion limitations set forth in Section 4(d) hereof4(c)). The Holder shall effect conversions by delivering to Borrower a Notice of Conversionthe Issuer and the Company, the form of which is Notice of Conversion attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall is to be effected (such date, the a “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered provided hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Issuer unless the entire principal amount of this Note Debenture has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Issuer shall maintain records showing the principal and interest amount(s) amount converted and the date of such conversion(s)conversions in substantially the form of the attached Schedule 1. Borrower may The Issuer or the Company shall deliver an any objection to any Notice of Conversion only within one (1) Business Day of delivery receipt of such Notice of Conversionnotice. In the event of any dispute or discrepancy, the records of the Holder Issuer shall be controlling and determinative in the absence of manifest error. The Holder, Holder and any assignee assignee, by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraphSection 4(a), following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Sendtec, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this This Note is no longer outstanding, Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof)time. The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted converted, accrued and unpaid interest outstanding under this Note to be converted, and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted converted, the corresponding paydown of interest and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one three (13) Business Day Days of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Luxurban Hotels Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d5(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Ironwood Gold Corp.
Voluntary Conversion. At any time after the Original Issue Date until time, this Note is no longer outstanding(including all amounts, Note principal and/or at the election costs, expenses and liquidated damages due in respect of the Holder accrued interest this Note) shall be convertible, in whole or in part, into shares of restricted Common Stock (defined as “restricted securities” under Rule 144) at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note has been so convertedconverted in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Vivakor, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at in the election event of the Holder accrued interest occurrence of an Event of Default that has not been cured in accordance with Section 6 hereof, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records a Conversion Schedule showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.. And substituting in lieu thereof:
Appears in 1 contract
Samples: No. 3 Agreement (DPW Holdings, Inc.)
Voluntary Conversion. At any time after the Original Issue Date date the Borrower has received (i) NASDAQ Approval (as defined in the Purchase Agreement) and (ii) Shareholder Approval (as defined below) (the "Initial Conversion Date"), until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “"Notice of Conversion”"), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “"Conversion Date”"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Bioptix, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, discrepancy between the records of the Holder and the records of Bxxxxxxx, such dispute shall be controlling and determinative resolved in accordance with Section 5.9 of the absence of manifest errorPurchase Agreement. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Intellect Neurosciences, Inc.
Voluntary Conversion. At any time after the 120th day following the Original Issue Date and until this Note Debenture is no longer outstanding, Note principal and/or at the election of the Holder accrued interest this Debenture shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d4(c) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note Debenture to be converted and the date on which such conversion shall be effected (such date, the 7 “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note Debenture to Borrower the Company unless the entire principal amount of this Note Debenture, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, Debenture in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this NoteDebenture, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this NoteDebenture, the unpaid and unconverted principal amount of this Note Debenture may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concentric Energy Corp)
Voluntary Conversion. At any time after After the Original Issue Date until this Note is no longer outstanding, and provided that that the provisions of Rule 144 under the Securities Act so permit, the Principal Amount of this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder, at any time and from time to time Holder (subject to the conversion limitations set forth in Section 4(d) hereofa “Conversion”). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and in each conversion, the date of such conversion(seach conversion, and the Conversion Price in effect at the time of each conversion. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of any transfer agent of the Company (the “Transfer Agent”) and the Depository Trust Company (“DTC”). Borrower ), that may deliver an objection be payable with respect to any Notice of Conversion only within one (1) Business Day of the issuance and delivery of such Notice of Common Stock upon any Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge acknowledges and agree agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Adial Pharmaceuticals, Inc.
Voluntary Conversion. At The Holder may convert all or any portion of the outstanding unpaid principal balance, any accrued interest and any other sums due and payable hereunder or under the NPA into shares of common stock of the Company ("Conversion Shares") at any time after the Original Issue Date until this Note is no longer outstanding, Note principal and/or at the election discretion of the Holder accrued interest Holder, or any of the Holders as to its portion of the Loan Amount, at a price equal to the lower of (i) $0.15 cents per share (ii) or the average of the closing bid price of the Company's common stock taken over the twenty trading days prior to conversion provided that (iii) upon any sale and issuance by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.15 per share (the "Down Round Price"), the Conversion Price per share shall be convertible, adjusted to the Down Round Price subject to Holder's providing to the Company a written notice of binding intent to convert the Notes in whole or in part, into shares of Common Stock part at the option Down Round Price no later than ten (10) trading days following the Holder's written receipt from the Company of the HolderDown Round Price (the "Mandatory Down Round Conversion"), provided further the (A) Holder also shall have received notice of intent from the Company of its intent to sell securities at any time the Down Round Price (the "Down Round Notice") and from time (B) Holder is given the opportunity within the ten (10) days following receipt of the Down Round Notice to time (purchase up to one half of the securities being offered by the Company at the Down Round Price. If the Company does not comply with the provisions of 2(a)(iii) hereof, Holder shall nevertheless retain its right to convert this Note at the Down Round Price but shall not be obligated to effect the Mandatory Down Round Conversion. The conversion price of the Notes will be further subject to proportional adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the conversion limitations set forth in Section 4(d) hereof). The like Holder shall effect conversions by delivering to Borrower submit a Notice of Conversion, conversion notice (in the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such dateExhibit "A", the “"Conversion Date”Notice"). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Note Purchase and Security Agreement (STWC. Holdings, Inc.)
Voluntary Conversion. At any time after the later of (i) Original Issue Date and (ii) the date NASDAQ Approval (as defined in the Purchase Agreement) is obtained (the “Initial Conversion Date”), until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx Borrower shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Marathon Patent Group, Inc.
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note principal and/or at the election of the Holder accrued interest shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal and/or interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to Borrower the Company unless the entire principal amount of this Note Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note or accrued interest, at the option of the Holder, in an amount equal to the applicable conversion. The Holder and Bxxxxxxx the Company shall maintain records showing the principal and interest amount(s) converted and the date of such conversion(s). Borrower The Company may deliver an objection to any Notice of Conversion only within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.
Appears in 1 contract
Samples: Victory Electronic Cigarettes Corp