Conversion Right; Adjustments Clause Samples

Conversion Right; Adjustments. The Holder of this Debenture shall have the right, at Holder's option, at any time on or after the Original Issue Date of this Debenture, to convert all, or, in multiples of $50,000, any part of this Debenture into such number of fully paid and nonassessable shares of Common Stock as shall be provided herein. The Holder of this Debenture may exercise the conversion right by giving written notice (a "Conversion Notice") to the Company of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the shares of Common Stock are to be issued and the address to which such certificates shall be delivered. The Conversion Notice shall be accompanied by this Debenture. The number of shares of Common Stock that shall be issuable upon conversion of the Debenture shall equal the then outstanding principal amount of this Debenture plus all accrued and unpaid interest due and payable on the Debenture on the Conversion Date (defined below) or a portion thereof (in the discretion of the Holder) divided by the Conversion Price (as defined below) in effect on the date the Conversion Notice is given. Conversion shall be deemed to have been effected on the date the Conversion Notice is delivered to the Company (each, a "Conversion Date"). Within ten Business Days after a Conversion Date, the Company shall issue and deliver by hand against a signed receipt therefor or by reputable overnight delivery carrier to the address designated in the Conversion Notice, a stock certificate or stock certificates of the Company representing the number of shares of Common Stock to which Holder is entitled and a check or cash in payment of all interest accrued and unpaid under the Debenture being converted up to and including the Conversion Date. If a stock certificate or stock certificates are not delivered within 10 business days after a Conversion Date, the Company shall pay and/or grant to Holder 0.1% (on a Fully Diluted Basis) of the Company's Common Stock per day until such certificates are delivered. The conversion rights will be governed by the following provisions: