Common use of Procedure for Conversion Clause in Contracts

Procedure for Conversion. Subject to Section 1 hereof, this Warrant may, in lieu of paying the Warrant Price in cash, be converted by the Holder hereof as to the whole or any lesser number of the Warrant Shares covered hereby, into the number of Warrant Shares calculated pursuant to the following formula by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at the Main Office: X = Y (A - B) -------- A where X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock subject to this Warrant being surrendered for conversion; A = the fair market value of one share of Common Stock; and B = the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares of Common Stock sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction.

Procedure for Conversion. Subject to Section 1 hereof, this Warrant may, in lieu of paying the Warrant Price in cash, be converted by the Holder hereof as to the whole or any lesser number of the Warrant Shares covered hereby, into the number of Warrant Shares calculated pursuant to the following formula by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at the Main Office: X = Y (A - B) -------- ----- A where X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock subject to this Warrant being surrendered for conversion; A = the fair market value of one share of Common Stock; and B = the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares of Common Stock sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction.

Procedure for Conversion. Subject to Section 1 hereof, this Warrant may, in lieu of paying the Warrant Price in cash, be converted by the Holder hereof as to the whole or any lesser number of the Warrant Shares covered hereby, into the number of Warrant Shares calculated pursuant to the following formula by the surrender of this Warrant (with the election at the end hereof duly executed) to the Company at the Main Office: X = Y (A - B) -------- A where X = the number of shares of Common Stock to be issued to the holder; Y = the number of shares of Common Stock subject to this Warrant being surrendered for conversion; A = the fair market value of one share of Common Stock; and B = the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares of Common Stock xx Xxxxxx Xxxxx sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transaction.

Procedure for Conversion. Subject The holder of any shares of Series A ------------------------ Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or Series F Preferred Stock may exercise the conversion rights as to Section 1 hereofsuch shares or any part thereof by delivering to the Corporation during regular business hours, this Warrant mayat the Corporation's principal office or at the office of any transfer agent of the Corporation for the Series A Preferred Stock, in lieu of paying Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or Series F Preferred Stock, as the Warrant Price in cashcase may be, or at such other place as may be converted designated by the Holder hereof as Corporation, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the whole Corporation (if required by it), accompanied by written notice stating that the holder elects to convert such shares. Conversion shall be deemed to have been effected on the date when such delivery is made, and such date is referred to herein as the "Conversion Date". As promptly as practicable thereafter the Corporation shall issue and deliver to or any lesser number upon the written order of such holder, at such office or other place designated by the Warrant Shares covered herebyCorporation, into a certificate or certificates for the number of Warrant Shares calculated pursuant full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in subsection 4(d) below. The holder shall be deemed to have become a stockholder of record on the following formula by applicable Conversion Date unless the surrender transfer books of this Warrant (with the election at Corporation are closed on that date, in which event the end hereof duly executed) holder shall be deemed to have become a stockholder of record on the Company at next succeeding date on which the Main Office: X = Y (A - B) -------- A where X = transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. Upon conversion of only a portion of the number of shares of Common Stock Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or Series F Preferred Stock, as the case may be, represented by a certificate surrendered for conversion, the Corporation shall issue and deliver to be issued to or upon the holder; Y = written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Common Stock subject to this Warrant being surrendered for conversion; Series A = Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or Series F Preferred Stock, as the fair market value of one share of Common Stock; and B = case may be, representing the Warrant Price As used herein, the "fair market value" of a share of Common Stock shall mean the closing price per share unconverted portion of the Company's Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading or, if not then listed or admitted to trading on any such exchange, on the Nasdaq National Market, or if not then listed or traded on any such exchange or market, the bid price per share on the Nasdaq Small Cap Market or, in the sole discretion of the Board of Directors of the Company, any other over-the-counter market, including the OTC Bulletin Board, which reports bid and asked or last sale prices and volume of sales, in each case volume-weighted averaged over the last ten (10) consecutive trading days before the day on which notice of exercise duly executed and this Warrant are duly delivered to the Company. If at any time such quotations are not available, the current fair market value of a share of Common Stock shall be the highest price per share that the Company could obtain from a willing buyer (not a then current employee or director) for shares of Common Stock sold by the Company, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger acquisition or other consolidation pursuant to which the Company will not be the surviving party, in which case the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock pursuant to such transactioncertificate so surrendered.