Conversion of Accrued Interest. In the event that the Holder elects to have Accrued Interest converted into shares of Common Stock, subject to paragraphs 3C and 3K hereof, such Accrued Interest shall be convertible into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) that portion of the unpaid Accrued Interest that the Holder elects to convert by (ii) the greater of (a) the last closing bid price of a share of the Company’s Common Stock as reported on the NASDAQ on the date the Company receives the Accrued Interest Conversion Election Notice (each, an “Accrued Interest Conversion Date”) and (b) the Applicable Conversion Price (each, an “Accrued Interest Conversion Price”).
Conversion of Accrued Interest. The Parties acknowledge and agree that the Accrued Interest is hereby converted into principal under the Note, and no payment of interest shall be due on August 23, 2020.
Conversion of Accrued Interest. The parties agree that nothing in this Amendment shall prohibit Borrower from converting some or all of the March Accrued Interest Amount into common stock of the Company as provided in Section 2.1 of the Note. If such conversion occurs prior to the Deferred Payment Date, Borrower shall receive a pro rated Premium Amount on the converted March Accrued Interest Amount based upon the number of days following March 31, 2008 that the March Accrued Interest Amount remained unconverted. By way of illustration, there are 91 days between March 31, 2008 and the Deferred Payment Date. If a Borrower’s entire March Accrued Interest Amount were converted into common stock on May 1, 2008, or 30 days after March 31, the Borrower would be entitled to convert, in addition to the March Accrued Interest Amount, an additional amount equal to 10% of such March Accrued Interest Amount, multiplied by 0.32967 (i.e., 30 divided by 91). Using the example in Paragraph 2 above, the amount to be converted on May 1, 2008 would be $11,037.14 ($10,684.89 times 1.032967).
Conversion of Accrued Interest. At any time and from time to time following the Funding Date, subject to paragraph 3C hereof, any unpaid interest then outstanding under this Note shall be convertible (in whole or in part), upon request by the Company and with the consent of the Holder, which consent shall not be unreasonably withheld or delayed, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) that portion of the unpaid interest by (ii) the greater of (a) the last closing bid price of a share of the Company’s Common Stock as reported on the Nasdaq on the date the Company and Holder agree to such conversion (each, an “Accrued Interest Conversion Date”) and (b) the average closing bid price of a share of the Company’s Common Stock as reported on the Nasdaq for the thirty Trading Days immediately preceding such Accrued Interest Conversion Date (each, an “Accrued Interest Conversion Price”). With respect to partial conversions of interest on this Note, the Company shall keep written records of the amount of such interest converted as of each Accrued Interest Conversion Date. Notwithstanding the provisions of this paragraph 3B, under no circumstance will the Company issue shares of Common Stock upon conversion of any Principal Amount and any Accrued Interest outstanding under this Note, in the aggregate, in an amount that would exceed 19.99% of the number of shares of the Company’s Common Stock issued and outstanding on the Funding Date (subject to any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other substantially similar transaction). In the event such conversion of this Note would result in the Company issuing over 19.99% of the number of shares of the Company’s Common Stock issued and outstanding on the Funding Date (subject to any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other substantially similar transaction), the number of shares of Common Stock that would exceed 19.99% of the number of shares of Common Stock issued and outstanding on the Funding Date shall be repaid in cash.
