Conversion Mechanics. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price.
Conversion Mechanics. (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.
Conversion Mechanics. (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order. By way of example, if the original principal amount of this Note is $1,500,000 and the Holder converted $100,000 of such original principal amount prior to the first Repayment Date, then (1) the principal amount of the Monthly Amount due on the first Repayment Date would equal $0, (2) the principal amount of the Monthly Amount due on the second Repayment Date would equal $0 and (3) the principal amount of the Monthly Amount due on the third Repayment Dates would be $50,000.
Conversion Mechanics. (a) The number of shares of Common Stock to be issued upon each conversion of this Note pursuant to this Article III shall be determined by dividing that portion of the Principal Amount and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding obligations under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions (i) first, of the Monthly Amount for the current calendar month, (ii) then of outstanding Amortizing Principal Amount, by applying the conversion amount to Monthly Principal Amounts for the remaining Repayment Dates in chronological order, (iii) then of the accrued interest on the Non-Amortizing Principal Amount, and (iv) then, of outstanding Non-Amortizing Principal Axxxxx.
Conversion Mechanics. The Holder shall not be required to physically surrender this Note to the Company in order to effect any Conversion. Upon a Conversion, the Holder shall be deemed to be the holder of record of the Conversion Securities upon the Conversion Date. As soon as practicable after the Conversion Date, the Company shall, at its expense, issue and deliver to Holder (i) one or more certificates (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company) for the applicable Conversion Securities, registered in the name of Holder, free of any and all liens, encumbrances or other impediments to clear title and (ii) if applicable, and if requested by the Holder, cash in the aggregate amount of any accrued, unpaid and unconverted Interest. No fractional Conversion Securities shall be issued upon conversion of this Note, and any fractional Conversion Securities to which the Holder would otherwise be entitled shall be rounded up to the nearest whole Conversion Security and issued to the Holder along with the other Conversion Securities. Upon the Conversion or payment, as applicable, of all amounts due Holder in accordance with this terms of this Note, this Note shall be cancelled and no further amounts shall be due hereunder. Any full or partial payment or Conversion by Holder shall have no impact on the Warrant issued pursuant to the Securities Purchase Agreement concurrently herewith.
Conversion Mechanics. Each conversion of this Debenture into shares of Common Stock shall be effected by the delivery of written notice and surrender of this Debenture by the Payees to the Payors stating that such Payees desire to convert the Conversion Amount into the number of shares of the class into which such shares may be converted (the "Converted Securities"). Such notice shall also state the name or names (with addresses) in which the Converted Securities are to be issued and shall include instructions for the delivery thereof. A Payee may make any such notice of conversion conditional upon the happening of any event or the passage of such time as is specified by such Payee in such conversion notice, and may rescind any notice of conversion prior to the effective time thereof specified in any such notice. Not less than 5 Business Days after such surrender and the receipt of such written notice of conversion (each, a "Conversion Payment Date"), the Company will issue, deliver or pay in accordance with the surrendering Payee's instructions (A) the certificate or certificates evidencing the Converted Securities issuable upon such conversion, (B) cash in lieu of fractional shares of Common Stock, as determined pursuant to this Section 4 and (C) a debenture that represents the portion of this Debenture which was not converted on terms identical to this Debenture. Such conversion, to the extent permitted by Law, shall be deemed to have been effected as of the close of business on the date on which such debenture or debentures shall have been surrendered and such notice shall have been received by the Company and becomes effective by its terms (each, a "Surrender Date") and at such time the rights of each Payee as such Payee shall cease with respect to the Conversion Amount and the person or persons in whose name or names the certificate or certificates for the Converted Securities are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Securities. Upon issuance of shares in accordance with this Section 4, such Converted Securities shall be deemed to be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof and free from all taxes, liens or charges with respect thereto due to any action of the Company. The Company shall take all such actions as may be necessary to assure that all such shares may be so issued without violation of any applicable La...
Conversion Mechanics. (i) To convert any Principal amount into Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully executed and completed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”), to the Company, and (B) surrender to a common carrier for delivery to the Company as soon as practicable following such Conversion Date (but in no event later than two (2) Business Days after the Conversion Date), the original certificates representing this Note (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 14(c)) (the “Converted Certificates”) and the originally executed Conversion Notice.
Conversion Mechanics. (a) The number of shares of Class A Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.
Conversion Mechanics. Holder shall deliver the original of the Note (or an affidavit to the effect that the original Note has been lost, stolen or destroyed and a customary indemnity agreement acceptable to the Company) for cancellation promptly following the conversion of the Note pursuant to any subsection of Section 2; provided, however, that upon satisfaction of the applicable conditions set forth in such subsection of Section 2, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. No fractional shares shall be issued upon conversion of this Note. Any fractional shares otherwise issuable to Holder upon the conversion of this Note shall be immediately cancelled without conversion upon conversion of this Note. Upon conversion of this Note in full, the Company shall be forever released from all its obligations and liabilities under such Note.
Conversion Mechanics. In order to exercise its voluntary conversion rights pursuant to Section 2 of this Note, the Holder shall deliver a written notice of election to convert sent by overnight courier or registered mail (the “Conversion Notice”) setting forth the amount of Principal the Holder is electing to convert, duly completed and signed, to the Company. Each conversion shall be deemed to have been effected immediately prior to the close of business on the first business day following the date that the Conversion Notice is sent to the Company (the “Conversion Date”), and the Holder shall be deemed to have become the holder of record of the shares of Common Stock at such time and on such date.
