Common use of Company’s Failure to Timely Convert Clause in Contracts

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, to issue to the Payee within ten (10) business days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) and this Note (or indemnification undertaking), the number of shares of Common Stock to which the Payee is entitled and register such shares of Common Stock on the Company’s share register for such number of shares of Common Stock upon Payee’s conversion of any Conversion Amount (a “Conversion Failure”), then, in addition to all other remedies available to the Payee, the Payee, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Note.

Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, fail (other then by operation of Section 3(d)) to issue a certificate to the Payee within ten (10) business days after Holder or credit the CompanyHolder’s receipt of a Conversion Notice (whether via facsimile or otherwise) and this Note (or indemnification undertaking), balance account with DTC for the number of shares of Common Stock to which the Payee Holder is entitled and register such shares of Common Stock on the Company’s share register for such number of shares of Common Stock upon Payee’s conversion of any Conversion Amount on or prior to the date which is three (3) Business Days after the Conversion Date (a “Conversion Failure”), then, in addition to all other remedies available then (A) the Company shall pay damages to the PayeeHolder for each day of such Conversion Failure in an amount equal to 5.0% of the product of (I) the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Date and to which the Holder is entitled, times (II) the PayeeClosing Sale Price of the Common Stock on the Share Delivery Date and (B) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (returned, as the case may be) , any portion of this Note that has not been converted pursuant to such Conversion Notice; provided that the voiding of any conversion notice shall halt the accrual of any claims for damages pursuant to this Section 3(c)(ii); provided, provided further, that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this NoteSection 3(c)(ii) or otherwise.