Right to Convert; Conversion Price. Subject to and upon compliance with the provisions hereof, the holder of any Convertible Note shall have the right, at any time until such Convertible Note has been paid in full, to convert all or any portion of the unpaid amount of such Convertible Note into Common Stock of the Company at a price of $.12 per share, or in case an adjustment of such initial conversion price has taken place pursuant to the further provisions of this Section 6, then at the price as last adjusted and in effect at the date such Convertible Note or portion thereof is surrendered for conversion (the initial conversion price or such price as last adjusted, as the case may be, being referred to herein as the "Conversion Price"); provided, however, that in no event shall the Conversion Price be reduced below the then applicable par value of the Company's Common Stock. The number of shares of the Company's Common Stock into which any Convertible Note is convertible shall be subject to adjustment pursuant to the further provisions of this Section 6. The number of such shares into which a portion of any Convertible Note is convertible shall be that proportion of the total number of such shares, as adjusted, into which such Convertible Note is then convertible which the principal amount of such portion to be so converted bears to the then unpaid principal amount of such Convertible Note. In order to convert any Convertible Note, the holder thereof shall surrender the Convertible Note to the Company at its office in Roswell, GA (or any other office or agency of the Company that it designates by notice in writing to the holders of the Convertible Notes), accompanied by a written statement designating the principal amount of such Convertible Note, or portion thereof, to be so converted. In the case of any Convertible Note which is converted in part only, the Company shall, upon such conversion, execute and deliver to the holder thereof, at the Company's expense, a new Convertible Note or Convertible Notes of authorized denominations in principal amount equal to the unconverted portion of such Convertible Note.
Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, the holder of any shares of Series B Convertible Preferred Stock shall have the right to convert each such share of Series B Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series B Convertible Preferred Stock) into an amount of shares of Common Stock equal to the Stated Value of such share or shares of Series B Convertible Preferred Stock divided by (i) the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Conversion Date") (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $3.00 and 100 shares of Series B Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $2.55 per share of Common Stock ($3.00 x .85), whereupon the Stated Value of $100,000 of Series B Convertible Preferred Stock would entitle the holder thereof to convert the 100 shares of Series B Convertible Preferred Stock into 39,216 shares of Common Stock ($100,000 divided by $2.55 equals 39,216). However, in no event shall the Conversion Price be greater than 175% of the lowest price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the Principal Market during the period of five Trading Days ending with the last Trading Day prior to the Original Issuance Date, as defined in the next paragraph (the "Maximum Conversion Price"). In addition, if the Conversion Price on any Conversion Date is less than $3.00, then instead of issuing shares of Common Stock upon conversion the Corporation may elect, upon prior written notice to the holder not later than one business day after receipt of a Conversion Notice, to pay the holder an amount in cash equal to the greater of (A)(i) the closing sale price on the Principal Market on the day prior to the Conversion Date multiplied by (ii) the number of shares of Common Stock which would otherwise be issuable to the holder upon such conversion, ...
Right to Convert; Conversion Price. Each share of Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $0.58 (with respect to the Series C Preferred Stock) (the “Series C Original Issue Price”); $0.58 plus all accrued but unpaid dividends on the date of conversion (with respect to the Series B Preferred Stock) (the “Series B Original Issue Price”), provided, however, that all holders of Series B Preferred Stock shall receive such dividends in cash at the time of conversion upon such an election by the holders of at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, in which case the Series B Original Issue Price shall be $0.58; $0.65 (with respect to the Series A Preferred Stock) (the “Series A Original Issue Price”); and $0.65 (with respect to Seed Preferred Stock) (each as adjusted for any stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Seed Preferred Stock) by the Series C Conversion Price, Series B Preferred Conversion Price, Series A Preferred Conversion Price and Seed Preferred Conversion Price, respectively, determined as hereinafter provided, in effect at the time of conversion. The Series C Preferred Conversion Price (the “Series C Conversion Price”) shall initially be $0.58 per share. The Series B Preferred Conversion Price (the “Series B Preferred Conversion Price”) shall initially be $0.58 per share. The Series A Preferred Conversion Price (the “Series A Preferred Conversion Price”) shall initially be $0.65 per share. The Seed Preferred Conversion Price (the “Seed Preferred Conversion Price”) shall initially be $0.65 per share. The Series C Preferred Conversion Price, Series B Preferred Conversion Price, Series A Preferred Conversion Price and Seed Preferred Conversion Price are collectively referred to as the “Preferred Conversion Price.” Each such initial Preferred Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock and Seed Preferred...
Right to Convert; Conversion Price. Each share of Preferred Stock ---------------------------------- shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the data of issuance of such share, at the office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined in accordance with the following:
Right to Convert; Conversion Price. Each share of Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the principal executive office of the Corporation or any transfer agent for the Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Issuance Price by the Conversion Price for such series, determined as hereinafter provided, in effect at the time of conversion. The “Issuance Price” shall be $0.63 per share for the Series A Preferred Stock and $1.43 per share for the Series B Preferred Stock. The conversion price at which shares of Common Stock shall be deliverable upon conversion of Preferred Stock without the payment of any additional consideration by the holder thereof (the “Conversion Price”) shall initially be $0.63 per share of Common Stock for the Series A Preferred Stock and $1.43 per share of Common Stock for the Series B Preferred Stock subject, in each case, to adjustment in order to adjust the number of shares of Common Stock into which the Preferred Stock is convertible, as hereinafter provided. All references to the Conversion Price herein shall mean the Conversion Price as so adjusted.
Right to Convert; Conversion Price. Each share of Series A ---------------------------------- Preferred Stock shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing $0.50 by the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion without the payment of any additional consideration by the holder of Series A Preferred Stock (the "Conversion Price") shall initially be $0.50 per share of Common Stock. Such initial Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which the Series A Preferred Stock is convertible, as hereinafter provided.
Right to Convert; Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of a Holder, any Security in the principal amount of $1,000 or an integral multiple of $1,000, at any time at or before the close of business on April 1, 2007, or in case such Security or a portion thereof has called for redemption prior to April 1, 2007, then until and including the close of business on the redemption date, may be converted into duly authorized, validly issued, fully paid and nonassessable Shares at the initial conversion price of $_____ per Share, or, in case an adjustment in the conversion price has taken place pursuant to the provisions of Section 4.04, then at the applicable conversion price as so adjusted, upon surrender of the Security to be converted at any time during usual business hours at the office or agency of the Conversion Agent, accompanied by written notice substantially in the form set forth as Exhibit B. The initial conversion price specified in this Section 4.01, as adjusted from time to time pursuant to the provisions of this Article 4, is referred to as the "conversion price".
Right to Convert; Conversion Price. Subject to the terms, conditions, and restrictions of this Paragraph 5, the holder of any shares of Series C Convertible Preferred Stock shall have the right to convert each such share of Series C Convertible Preferred Stock (except that upon any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Series C Convertible Preferred Stock) into an amount of shares of Common Stock equal to the Stated Value of such share or shares of Series C Convertible Preferred Stock divided by (i) the lowest intraday or closing price at which a trade of the Common Stock is executed, as reported by Bloomberg L.P., on the principal market for the Corporation's Common Stock (the "Principal Market") during the period of five Trading Days ending with the last Trading Day prior to the date of conversion (the "Conversion Date") (the "Market Price"), after (ii) discounting the Market Price by 15% to determine the conversion price (the "Conversion Price"). To illustrate, if the Market Price as of the Conversion Date is $3.00 and 100 shares of Series C Convertible Preferred Stock are being converted, the Stated Value for which would be $100,000, then the Conversion Price shall be $2.55
Right to Convert; Conversion Price. The Holder shall have the right, subject to the limitations described in Section 2A.6, at any time and from time to time, to convert all or any part of the outstanding and unpaid principal and interest on this Note into such number of fully paid and non-assessable Common Shares (“Conversion Shares”) as is determined in accordance with the terms hereof (a “Conversion”). The “Conversion Price” shall be $0.6566, subject to adjustment as provided herein.
Right to Convert; Conversion Price. The record Holder of a Note shall be entitled, at any time, at the office of the company, to convert all or any portion of the Note held by such Holder into that number of fully-paid and non-assessable shares of Common Stock as shall be equal to the Principal Amount to be converted divided by (the “Conversion Price”) which shall be the lesser of $0.001 or 50% of the average trading price of the Company’s common stock for the 10 trading days immediately preceding the date of conversion.
