Conversion of Debenture. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 4.
Conversion of Debenture. (a) Upon the conversion of this Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 of this Debenture. The Holder will not be required to surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested...
Conversion of Debenture. This Debenture shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section (3).
Conversion of Debenture. This Debenture shall be convertible into Common Shares, on the terms and conditions set forth in this Section (4).
Conversion of Debenture. 3.1 This Debenture shall be convertible into Ordinary Shares on the terms and conditions set out in this Debenture.
3.2 Subject to the provisions of Section 5 below, at any time or times on or after the Issue Date, any Holder shall be entitled to convert any part of the outstanding and unpaid principal amount of this Debenture into fully paid Ordinary Shares in accordance with Section 6, at the Conversion Rate (as defined in Section 4.1 below).
3.3 The Company shall not issue any fraction of an Ordinary Share upon any conversion. All Ordinary Shares (including fractions thereof) issuable upon conversion of this Debenture shall be aggregated for the purpose of determining whether the conversion would result in the issue of a fraction of an Ordinary Share. If, after the aforementioned aggregation, the issue would result in the issue of a fraction of an Ordinary Share, the Company shall round such fraction of an Ordinary Share up or down to the nearest whole share.
3.4 The interest accrued in respect of any principal of the Debenture which is converted (other than pursuant to a Company Conversion pursuant to Section 14) any time shall be paid in cash on the relevant Conversion Date, and simultaneously with the credit of the aggregate number of Ordinary Shares to which the Holder is entitled on such conversion to the Holder's or its designee's Crest stock account or its balance account with another electronic or book-entry delivery system, or, where such shares are to be in certificated form, the delivery to the Holder of the certificates representing the Ordinary Shares issuable upon conversion, in each case, in accordance with Section 6 below.
3.5 If any Debentures remain outstanding on their Maturity Date, then all such Debentures shall be redeemed in whole by the Company pursuant to this Section 3.5. On the Maturity Date the Company shall pay to each holder of Debentures outstanding on the Maturity Date applicable to such Debentures by wire transfer of immediately available funds, the sum of the principal amount of this Debenture, save to the extent previously converted or repaid in accordance with the provisions hereof, and any accrued and unpaid Interest Amounts outstanding, including any amounts payable at the Default Rate. If the Company fails to redeem all of the Debentures outstanding on the Maturity Date, then, in addition to any remedy the Holder may have under this Debenture and the Subscription Agreement, the amounts of principal and interest pay...
Conversion of Debenture. This Debenture shall be convertible into Ordinary Shares, on the terms and conditions set forth in this Section (3).
Conversion of Debenture. This Debenture shall be convertible into ADSs, on the terms and conditions set forth in this Section (3).
Conversion of Debenture. This Debenture is convertible, at the option of the Holder, into shares of the Company's Common Stock on the following basis:
Conversion of Debenture. (a) Subject to the limitations set forth in Section 2(l) below, from time to time, until all unpaid principal of and accrued and unpaid interest on this Debenture is paid, the Holder of this Debenture shall have the right to convert at any time from and after January 1, 1999, up to fifteen percent of the original principal amount of this Debenture per month (on a non-cumulative basis) (the "Conversion Limit") into (i) an amount of duly authorized, fully paid and non-assessable shares of Common Stock determined by dividing such amount to be so converted by the Conversion Price (defined below), and (ii) warrants expiring five years after the Conversion Date (defined below) in the form attached as Exhibit C to the Purchase Agreement to acquire (subject to the terms of such warrants) a number of shares of Common Stock equal to four percent (4%) of the number of shares of Common Stock issuable pursuant to clause (i) above at an exercise price per share of Common Stock of one hundred twenty-five percent (125%) of the Conversion Price, all upon the terms and subject to the conditions hereinafter specified in this Section 2. The Conversion Limit shall cease to apply and the Holder shall not be limited in the amounts it may convert of this Debenture in the event the Company consummates a Variable Rate Transaction (as defined in Section 7.1 of the Purchase Agreement). The Conversion Limit shall be twenty percent of the original principal amount of this Debenture for any calendar month in which on the last Conversion Date (as defined below) in such month the Market Price (as defined below) is equal to or greater than one hundred twenty percent (120%) of the Cap Price (as defined below).
(b) If the Market Price (defined below) on the business day immediately preceding the Conversion Date (defined below) is equal to or less than $1.1156, and a Holder elects to convert all or part of the principal amount of the Debenture as otherwise permitted hereunder, the Company, at its option, may redeem the principal amount of the Debenture that is the subject of a Notice of Conversion (defined below) at a price equal to such principal amount plus interest on such amount from the date hereof to the Conversion Date at a rate of twelve percent (12%) per annum payable only in cash (the "Redemption Amount") in lieu of converting such principal amount, provided that the Company gives written notice to such holder of the Company's intention to redeem such principal amount by 8:00 p.m. E...
Conversion of Debenture. The third paragraph of Section 1 of the CDA is deleted and the following inserted in substitution therefor: The Debenture is convertible in whole at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis, as further explained in Section 10.2 of the CDA. In addition, as further explained in paragraph 3(b) of the Debenture, the Debenture is convertible in part at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting a proportionate percentage of thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis in the ratio that the amount of the Debenture being converted bears to the total amount of the Debenture acquired by the Purchaser. Under no circumstances shall paragraph 3(b) of the Debenture be read to entitle the Purchaser to shares of Common Stock of the Company constituting less than 30% of all classes of the Common Stock of the Company on a fully diluted basis upon conversion in full of the Debenture. Notwithstanding the provisions of the third paragraph of the Debenture and Section 3 of the Debenture, and subject to the following paragraph, if the Company issues $500,000 or more of its 12% Convertible Promissory Notes (“Bridge Notes”) and warrants to investors in a private placement transaction on or before September 30, 2006, this Debenture is convertible at any time prior to payment at the option of the Holder into fully paid and nonassessable shares of Common Stock of the Company equal to thirty percent (30%) of the Company’s outstanding Common Stock on a fully-diluted basis, including the exercise of all convertible debt securities that are currently outstanding and/or that are issued in lieu of payment of principal and/or interest payments or penalties upon notes and obligations of the Company; excluding, however, Common Stock issued or issuable upon conversion of the Bridge Notes, or Common Stock issuable upon exercise of warrants issued to purchasers of the Bridge Notes. In addition, and subject to the following paragraph, if the Company issues $500,000 or more of its 12% Convertible Promissory Notes (“Bridge Notes”) and warrants to investors in a private placement transaction on or before September 30, 2006, this Debenture is converti...
