Common use of CONVERSION NOTICE Clause in Contracts

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”), stating the number of Preferred Shares to be converted, and a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c) below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parent. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers the Parent by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain timeTime, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto to the Memorandum (a “Conversion Notice”), and stating the number of Preferred Shares to be converted., The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parent. The Company shall provide a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c) ”Adjustments” below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parentadjustments. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder Holder ----------------- shall send to Two Rivers the Corporation by electronic or facsimile transmission, at any time prior to 3:00 11:59 p.m., Mountain eastern time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal bank holiday) date on which such Shareholder Holder wishes to effect such Conversion (the “"Conversion Date”"), (i) a notice of conversion in substantially --------------- the form attached as Annex I of Exhibit A hereto (a “"Conversion Notice”), ") stating the number of ----------------- Preferred Shares to be converted, the Conversion Price (as defined below) and a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with and (ii) a copy of the formula set forth in 2.7(c) below setting forth certificate or certificates representing the basis for each component thereof, including the details relating to any adjustments made to the Conversion RatePreferred Shares being converted. The Shareholder Holder shall promptly thereafter send the original of the Conversion Notice and the of such certificate or certificates being converted to the ParentCorporation. The Company Corporation shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate delivered to the Corporation in connection with a Conversion are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder Holder in accordance with the terms hereof, such Shareholder Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates. In the case of a dispute between the Corporation and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including without limitation the calculation of any adjustment to the Conversion Price pursuant to Section 6 below), the Corporation shall in any event issue to such Holder the number of Conversion Shares that are not disputed within the time periods specified in paragraph 4(e) below and shall submit the disputed calculations to its independent accountant within two (2) Business Days of receipt of such Holder's Conversion Notice.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”), stating the number of Preferred Shares to be converted, and a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c4.4(c) below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the ParentCompany. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers the Company by mail or electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain timeTime, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto to the Conversion Agreement (a “Conversion Notice”), and stating the number of Preferred Shares to be converted., the Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Company. The Company shall provide a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c) ”Adjustments” below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the ParentPrice. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”), stating the number of Preferred Shares to be converted, and a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c4.6(e) below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parent. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”), stating the number of Preferred Shares to be converted, and a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c4.6(c) below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parent. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers the Parent by electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain timeTime, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto to the Conversion Agreement (a “Conversion Notice”), and stating the number of Preferred Shares to be converted., The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parent. The Company shall provide a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c) ”Adjustments” below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Parentadjustments. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.

CONVERSION NOTICE. In order to convert Preferred Shares, a Shareholder shall send to Two Rivers the Company by mail or electronic or facsimile transmission, at any time prior to 3:00 p.m., Mountain timeTime, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or Federal federal bank holiday) on which such Shareholder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto to the Conversion Agreement (a “Conversion Notice”), and stating the number of Preferred Shares to be converted., the Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Company. The Company shall provide a calculation of the number of shares of Common Stock issuable upon such Conversion in accordance with the formula set forth in 2.7(c) ”Adjustments” below setting forth the basis for each component thereof, including the details relating to any adjustments made to the Conversion Rate. The Shareholder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the ParentPrice. The Company shall issue a new certificate for Preferred Shares to the Shareholder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Company to deliver such new certificate shall not affect the right of the Shareholder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Shareholder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Shareholder in accordance with the terms hereof, such Shareholder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates.. (c)