Common use of Conversion of Note Clause in Contracts

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, action (including obtaining and delivering, the issuance of an opinion of counsel counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Company Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares (and prospectus delivery requirements are satisfied) or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company Holder shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of Company’s counsel to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, action (including obtaining and delivering, the issuance of an opinion of counsel counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Company Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel acceptable to assure the Company's transfer agent, so that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares Shares, provided the Conversion Subscriber represents that the Shares are being or will be sold pursuant to an effective registration statement covering the Conversion Shares or exemption from registration, or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares Shares, were issued pursuant to Regulation E, or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registrationregistration when sold.

Conversion of Note. (a) (i) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, promptly take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall agent, and issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by Subscriber, provided the Holder, issuance of the Conversion Shares will be free-tradingis then subject to a current and effective registration statement, and freely transferable, and the certificates for the Conversion Shares will not contain a legend restricting the their resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the Holder,should the Company's shares be publicly traded and quoted, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the Holder,should the Company’s shares be publicly traded and quoted, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, delivering an opinion of counsel counsel, to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the Holder, the Conversion Shares shares of Common Stock will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares such shares provided the Conversion Shares shares of Common Stock are being sold pursuant to an effective registration statement covering the Conversion Shares such shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, delivering an opinion of counsel counsel, to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the Holder, the Conversion Shares shares of Common Stock will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares such shares provided the Conversion Shares shares of Common Stock are being sold pursuant to an effective registration statement covering the Conversion Shares such shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, action (including obtaining and delivering, the issuance of an opinion of counsel counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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 ’s Common Stock and that, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares (and prospectus delivery requirements are satisfied) or are otherwise exempt from registration.. (Subscription Agreement)

Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel acceptable to assure the Company’s transfer agent, so that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares Shares, provided the Conversion Subscriber represents that the Shares are being or will be sold pursuant to an effective registration statement covering the Conversion Shares or exemption from registration, or are otherwise exempt from registration.

Conversion of Note. (a) Upon the conversion of this the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, delivering an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.