Common use of Conversion Price Reset Clause in Contracts

Conversion Price Reset. The Holder has been informed by the Maker that the Maker does not have sufficient shares of Common Stock authorized for which to enable the Holder to exercise its conversion rights provided in this Note. The Maker undertakes to use its best efforts to become reporting under the federal securities laws and seek to be re-listed for quotation on the OTC Bulletin Board as soon as practical, seek to maintain such listing so long as the Holder owns any shares of Common Stock, and shall, as soon as practical as thereafter possible, will take all required steps under applicable state and federal law to increase the number of authorized shares of Common Stock to enable the Holder to exercise its conversion rights provided in this Note. In all events, the relisting process and the amendment of the Maker's Certificate of Incorporation shall be accomplished by no later than June 1, 2008. In this regard, the terms and conditions of such increase in the number of authorized Common Stock shall be subject to the Holder's prior consent. In consideration of the risks that the Holder is assuming, including, without limitation, the risks inherent in owning an illiquid investment, because the Maker does not have sufficient authorized shares of Common Stock to fulfill its obligations hereunder, the Maker hereby provides to the Holder a one-time Conversion Price Reset Option that is exercisable at any time within twelve (12) months after the Holder has been provided with notice that the Maker has secured all stockholder and regulatory approval of the requisite increase of its authorized shares of Common Stock and the Maker has completed all required filings. The Conversion Price Reset Option shall be exercisable on five (5) Business Days' notice and shall set forth, among other matters, the Conversion Price Reset Option Price, which shall be one-hundred percent (100%) of the average of the VWAP for the ten (10) trading days immediately preceding the date of the Holder's notice of its exercise of the Conversion Price Reset Option. Upon the Holder's exercise of its Conversion Price Reset Option, the Conversion Price Reset Option Price will thereafter be deemed to be the Conversion Price, which is subject in all cases to adjustment in accordance with the terms of Section 3.6.

Conversion Price Reset. The Holder has been informed initial Conversion Price of this Note shall be ten dollars ($10.00) per share. The Conversion Price shall reset one time upon the earlier to occur of (a) any date on which the aggregate gross proceeds generated by Maker's issuance after April 5, 1999 (the "Original Issue Date") of Common Stock and any securities convertible into Common Stock equals at least $15,000,000, or (b) April 5, 2000. In the case of (a), the Conversion Price shall be reset to the lesser of $10.00 per share and the lowest price at which Maker that the Maker does not have sufficient issued and sold shares of Common Stock authorized for which after the Original Issue Date (other than: (i) pursuant to enable options, warrants or other convertible securities of the Holder Company committed to exercise its conversion rights provided by the Company or outstanding as of the Original Issue Date and disclosed prior to the Original Issue Date pursuant to Section 3.4 of the Purchase Agreement, (ii) in this Note. The Maker undertakes an amount not to use its best efforts to become reporting under the federal securities laws and seek to be re-listed for quotation on the OTC Bulletin Board as soon as practical, seek to maintain such listing so long as the Holder owns any exceed an aggregate of 500,000 shares of Common Stock, pursuant to any options granted to persons not employed by the Company as of the date hereof under the Company's 1995 or 1998 Stock Option Plans, successor plans thereto or otherwise eligible for registration on Form S-8 or any successor form thereto, and shall(iii) in an amount not to exceed an aggregate of 500,000 shares of Common Stock, as soon as practical as thereafter possiblepursuant to warrants granted to racetracks and other information content providers of the Company in consideration of agreements with the Company for the provision of such information content); PROVIDED, will take all required steps under applicable state that solely for the purpose of determining the lowest price at which Maker issued and federal law sold Common Stock after the Original Issue Date, (x) if Maker issues options or warrants to increase purchase Common Stock (other than options or warrants exempted above), Maker shall be deemed to have issued and sold shares of the underlying Common Stock at the exercise price of such option or warrant, irrespective of whether such option or warrant is in fact exercised (e.g., if Maker issues options to purchase Common Stock (not exempted above) at an exercise price of $5.00 per share, Maker shall be deemed to have issued the underlying Common Stock at a price of $5.00 per share), and (y) if Maker issues any securities (other than convertible securities exempted above) convertible into Common Stock (or options to purchase such securities), Maker shall be deemed to have issued and sold shares of the Common Stock issuable upon conversion of such securities at a price equal to the maximum number of authorized shares of Common Stock to enable issuable upon such conversion divided by the Holder to exercise its conversion rights provided aggregate purchase price received by Maker from the issuance of such securities, irrespective of whether such securities are in this Note. In all eventsfact converted (e.g., the relisting process if Maker issues 100 shares of convertible preferred stock at a price of $1,000 per share and the amendment each share of the Maker's Certificate preferred stock is convertible into 200 shares of Incorporation Common Stock, Maker shall be accomplished by no later than June 1, 2008. In this regard, the terms and conditions of such increase in the number of authorized Common Stock shall be subject deemed to the Holder's prior consent. In consideration of the risks that the Holder is assuming, including, without limitation, the risks inherent in owning an illiquid investment, because the Maker does not have sufficient authorized issued 20,000 shares of Common Stock to fulfill its obligations hereunder, at $5.00 per share). In the Maker hereby provides to the Holder a one-time Conversion Price Reset Option that is exercisable at any time within twelve case of (12) months after the Holder has been provided with notice that the Maker has secured all stockholder and regulatory approval of the requisite increase of its authorized shares of Common Stock and the Maker has completed all required filings. The Conversion Price Reset Option shall be exercisable on five (5) Business Days' notice and shall set forth, among other mattersb), the Conversion Price Reset Option Price, which shall be one-hundred percent (100%) reset to the lesser of $10.00 per share or the average daily Closing Price of the average of the VWAP Common Stock for the ten (10) trading days immediately preceding the date of the Holder's notice of its exercise of the Conversion Price Reset Option. Upon the Holder's exercise of its Conversion Price Reset Optionday period ending on April 5, the Conversion Price Reset Option Price will thereafter be deemed to be the Conversion Price2000, which is subject but in all cases to adjustment in accordance with the terms of Section 3.6no event less than $5.00 per share.