Conversion by Holder. Subject to Sections 5.11 and 5.12 and the -------------------- last sentence of this Section, at any time upon fifteen (15) days' prior written notice to the Company at any time and from time to time from the date hereof and prior to the close of business on the Maturity Date or earlier as set forth in this Section 5, the principal sums due under this Note shall be convertible into shares of Common Stock at the Conversion CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Price, at the option of the Holder in whole or in part. The Company may waive the fifteen (15) day notice requirement at its sole discretion as to any Holder or Holders. The Holder shall effect conversions by surrendering this Note (or such portions thereof) to be converted, together with the form of conversion notice attached hereto as Exhibit A (the "Holder Conversion Notice") to the ------------------------ Company. Each Holder Conversion Notice shall specify the principal amount of this Note to be converted (which may not be less than $100,000 or such lesser principal amount of this Note then held in the aggregate by such Holder) and the date on which such conversion is to be effected (which, in any event, shall be no less than fifteen (15) days from the date of such notice unless waived by the Company as set forth above) (the "Holder Conversion Date"). If no Holder ---------------------- Conversion Date is specified in a Holder Conversion Notice, the Holder Conversion Date shall be the date that is fifteen (15) days after the date that the Holder Conversion Notice is deemed delivered pursuant to Section 5.10. Each Holder Conversion Notice may be revoked and rescinded at the election of the Holder exercised in its sole discretion prior to the Holder Conversion Date. If the Holder is converting less than all of the principal amount represented by this Note or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5.10) a new Note for such principal amount as has not been converted. Interest on the Note shall continue to accrue through the Holder Conversion Date. Notwithstanding the foregoing, no Holder shall be permitted to exercise its conversion rights under this Section if and to the extent that (i) such Holder is (or as a result of such conversion would become) an Affiliate (as such term is defined in Rule 405 promulgated under the Securities Act) of the Company and, as a result of such Affiliate status, the resale by the Holder of such Common Stock would be restricted or limited by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder or (ii) the issuance of Common Stock upon conversion would violate the listing agreement of the Company with the American Stock Exchange or any Other Exchange (as defined in the Purchase Agreement).
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Conversion by Holder. Subject to Sections 5.11 and 5.12 and the -------------------- last sentence Each share of this SectionPreferred Stock shall be convertible, at any time upon fifteen (15) days' prior written notice to the Company at any time and from time to time from beginning on the date hereof which is six (6) months and prior to one (1) day after the close of business on the Maturity Date or earlier as set forth in this Section 5, the principal sums due under this Note shall be convertible into shares of Common Stock at the Conversion CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. PriceOriginal Issue Date, at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in whole or in partSection 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. The Company may waive the fifteen (15) day notice requirement at its sole discretion as to any Holder or Holders. The Holder Holders shall effect conversions by surrendering this Note (or such portions thereof) to be converted, together providing the Corporation with the form of conversion notice attached hereto as Exhibit Annex A (the "Holder Conversion Notice") to the ------------------------ Companya “Notice of Conversion”). Each Holder Notice of Conversion Notice shall specify the principal amount of this Note to be converted (which may not be less than $100,000 or such lesser principal amount of this Note then held in the aggregate by such Holder) and the date on which such conversion is to be effected (whicheffected, in any event, shall which date may not be no less than fifteen (15) days from prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such notice unless waived by date, the Company as set forth above) (the "Holder “Conversion Date"”). If no Holder ---------------------- Conversion Date is specified in a Holder Conversion NoticeNotice of Conversion, the Holder Conversion Date shall be the date that is fifteen (15) days after such Notice of Conversion to the date that the Holder Conversion Notice Corporation is deemed delivered pursuant hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to Section 5.10surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. The Corporation shall maintain records showing the number of shares of Preferred Stock converted for each Holder and the applicable Conversion Date. Each Holder Conversion Notice may be revoked and rescinded at any assignee, by acceptance of a certificate for the election Preferred Stock, acknowledges and agrees that, by reason of the Holder exercised in its sole discretion prior to provisions of this paragraph, the Holder Conversion Date. If the Holder is converting number of shares of Preferred Stock represented by such certificate may at any given time be less than all of the principal amount represented by this Note or if a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder and shall promptly deliver to such Holder (in the manner and within the time set forth in Section 5.10) a new Note for such principal amount as has not been converted. Interest stated on the Note shall continue to accrue through the Holder Conversion Date. Notwithstanding the foregoing, no Holder shall be permitted to exercise its conversion rights under this Section if and to the extent that (i) such Holder is (or as a result of such conversion would become) an Affiliate (as such term is defined in Rule 405 promulgated under the Securities Act) of the Company and, as a result of such Affiliate status, the resale by the Holder of such Common Stock would be restricted or limited by the terms and conditions of the Securities Act and the rules and regulations promulgated thereunder or (ii) the issuance of Common Stock upon conversion would violate the listing agreement of the Company with the American Stock Exchange or any Other Exchange (as defined in the Purchase Agreement)face thereof.
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