Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of the entire principal outstanding under this Note, in lieu of the Company issuing any fractional shares to the Purchaser in cash, the Company shall pay to the Purchaser the amount of outstanding principal that is not so converted. On partial conversion of this Note, the Company shall issue to the Purchaser (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible note having identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section 4, the Purchaser shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Purchaser at such principal office a certificate or certificates for the number of shares of Common Stock, to which the Purchaser shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser is entitled upon such conversion under the terms of this Note.

Mechanics and Effect of Conversion. No fractional shares of Common Stock Shares shall be issued upon conversion of this Convertible Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Convertible Note, in lieu of the Company issuing any fractional shares to the Purchaser in cashHolder, the Company shall pay to the Purchaser Holder the amount of outstanding principal that is not so converted. On partial conversion of this Convertible Note, the Company shall issue to the Purchaser Holder (i) the shares of Common Stock Shares into which a portion of this Convertible Note is converted and (ii) an amended and restated version of this Convertible Note with a new convertible note having identical terms to this Note, except that the principal amount thereof hereof that shall be equal the difference between (A) the principal amount of this Convertible Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common StockShares. Upon any conversion of this Convertible Note pursuant to this Section 49, the Purchaser Holder shall surrender this Convertible Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafter, shall contemporaneously with such surrender issue and deliver to the Purchaser Holder at such principal office a certificate or certificates for the number of shares of such Common Stock, Shares to which the Purchaser Holder shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by Applicable Securities Legislation and stock exchange regulations or policies, as required by applicable state and federal securities laws in the opinion of counsel to the CompanyLaws), together with any other securities and property to which the Purchaser Holder is entitled upon such conversion under the terms of this Convertible Note.

Mechanics and Effect of Conversion. No fractional shares of Common Stock Shares shall be issued upon conversion of this NoteDebenture. Upon the conversion of the entire principal outstanding under this NoteDebenture (and any accrued interest thereon), in lieu of the Company issuing any fractional shares Shares to the Purchaser in cashPurchaser, the Company shall pay to the Purchaser the amount of outstanding principal (and any accrued interest thereon) that is not so converted. On partial The Purchaser shall not be required to deliver the original Debenture in order to effect a conversion thereunder. Execution and delivery of the Conversion Notice shall have the same effect as cancellation of the original Debenture and issuance of a new Debenture representing the remaining outstanding principal amount. Upon surrender of this NoteDebenture following one or more partial conversions, the Company shall issue promptly deliver to the Purchaser (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible note having identical terms to this Note, except that Debenture representing the remaining outstanding principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section 4, the Purchaser shall surrender this Note, duly endorsed, at the principal office of the Companyamount. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafterafter conversion of this Debenture pursuant to Section 4, issue and deliver to the Purchaser at such principal office a certificate or certificates for the number of shares of Common Stock, Shares to which the Purchaser shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser is entitled upon such conversion under the terms of this NoteDebenture.

Mechanics and Effect of Conversion. No fractional shares of Common Stock Shares shall be issued upon conversion of this Note. Upon the conversion of all of the entire principal and accrued interest outstanding under this Note, in lieu of the Company issuing any fractional shares to the Purchaser in cashHolder, the Company shall pay to the Purchaser Holder the amount of outstanding principal that is not so converted. On partial conversion of this Note, the Company shall issue to the Purchaser Holder (i) the shares of Common Stock Shares into which a portion of this Note is converted and (ii) a new convertible note Secured Note having identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common StockShares. Upon any conversion of this Note pursuant to this Section 48, the Purchaser Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but thereafter, and in no any event more than ten (10) business days thereafterwithin three Business Days of such surrender, issue and deliver to the Purchaser Holder at such principal office a certificate or certificates for the number of shares of such Common Stock, Shares to which the Purchaser Holder shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by the Purchase Agreement and applicable state securities Laws and federal securities laws stock exchange regulations or policies, as required in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser Holder is entitled upon such conversion under the terms of this Note. Issuance of this Note shall constitute full authority to the Company’s officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Common Shares issuable upon the conversion of this Note.

Mechanics and Effect of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of the entire principal outstanding under this Note, in lieu of the Company issuing any fractional shares to the Purchaser in cashInvestors, the Company shall pay to the Purchaser Investor the amount of outstanding principal that is not so converted. On partial conversion of this Note, the Company shall issue to the Purchaser Investor (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new convertible promissory note having identical terms to this Note, except that the principal amount thereof shall equal to the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section 4, the Purchaser Investor shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Purchaser Investor at such principal office a certificate or certificates for the number of shares of Common Stock, to which the Purchaser Investor shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser Investor is entitled upon such conversion under the terms of this Note.

Mechanics and Effect of Conversion. No fractional shares of Common Stock shall be issued upon conversion of this Note. Upon the conversion of the entire principal outstanding under this Note, in lieu of the Company issuing any fractional shares to the Purchaser Investor in cash, the Company shall pay to the Purchaser Investor the amount of outstanding principal that is not so converted. On partial conversion of this Note, the Company shall issue to the Purchaser Investor (i) the shares of Common Stock into which a portion of this Note is converted and (ii) a new subordinated convertible promissory note having identical terms to this Note, except that the principal amount thereof shall equal the difference between (A) the principal amount of this Note immediately prior to such conversion minus (B) the portion of such principal amount converted into Common Stock. Upon conversion of this Note pursuant to this Section 45, the Purchaser Investor shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable but in no event more than ten (10) business days thereafter, issue and deliver to the Purchaser Investor at such principal office a certificate or certificates for the number of shares of Common Stock, to which the Purchaser Investor shall be entitled upon such conversion (the “Conversion Shares”) (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Purchaser Investor is entitled upon such conversion under the terms of this Note.