Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock 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 the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.
Conversion of Note. Subject to and upon compliance with the provisions of this Article, at the option of Holder, all or any part of this Note may be converted at any time, at the principal amount hereof together with accrued and unpaid interest thereon, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock. The Conversion Price shall initially be $1.15 per share, subject to adjustment as provided in Article V below. Notwithstanding anything else to the contrary set forth herein, the Holder shall have the right to convert this Note pursuant to the terms set forth herein at any time, including the 30 Business Days following (i) the Maturity Date or (ii) any prepayment pursuant to Section 2.3 hereof. If Holder elects to convert this Note after a prepayment has been made pursuant to Section 2.3, then Holder shall return all or such portion of the funds paid to Holder as to which Holder has elected to convert.
Conversion of Note. (a) This Note and any accrued and unpaid interest hereon shall automatically convert on the first anniversary of the date hereof into fully paid and non-assessable shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), at a 20% discount to the average volume, weighted average price of the Common Stock for the ten trading days prior to the date hereof.
Conversion of Note. Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) Holder will convert and deem satisfied the outstanding principal amount of the Note, to the extent set forth on the signature page hereof (the “Conversion Amount”), which Conversion Amount shall constitute a prepayment of the outstanding principal amount of the Note, and in consideration therefor (b) Issuer will issue and deliver to Holder, and Holder will receive from Issuer, the number of shares of Common Stock set forth on the signature page attached hereto. Upon delivery of the shares of Common Stock to Holder, that portion of the Note being converted will be deemed satisfied as if applying the Conversion Amount as an prepayment, and the balance remaining due thereunder shall remain outstanding and the Note shall remain in full force and effect.
Conversion of Note. At the option of the Holder, this Note is convertible into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 3.
Conversion of Note. Subject to Section 7, the conversion rights represented by this Note may be exercised in whole, but not in part, by the surrender of this Note and the duly executed Notice of Conversion (the form of which is attached as Exhibit A) at the principal office of the Maker. Upon conversion, the Holder shall be entitled to receive, within a reasonable time, a certificate or certificates, issued in the Holder's name or in such name or names as the Holder may direct, for the number of Shares so acquired. The Shares so acquired shall be deemed to be issued as of the close of business on the date on which this Note shall have been converted. Subsequent to the conversion of this Note, the penalty provisions of paragraph 2 of this Note shall no longer be applicable.
Conversion of Note. Subject to the terms and conditions set forth herein, and subject to the condition that the initial offering price to the public of the Common Stock in the Public Offering is equal to or exceeds $11.00 per share, effective immediately prior to the date and time of the First Closing Date (as defined in the Underwriting Agreement to be entered into between the Company and the several underwriters named therein in connection with the Public Offering), all of the outstanding principal amount plus any accrued and due but unpaid interest under the Note, calculated through the First Closing Date, will automatically convert into shares of the Company’s Common Stock based on the Conversion Rate, and as set forth on Schedule A hereto.