At the Option of the Company. If (i) at any time commencing after the Mandatory Conversion Commencement Date, the Closing Price is 250% greater than the Conversion Price (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction) then in effect for at least forty-five (45) consecutive Trading Days (including, without limitation, during the entire thirty-five (35) Trading Day period covered by the Mandatory Conversion Notice (as defined below) and continuing for each day thereafter through and until the Conversion Date applicable to such Mandatory Conversion)(the “Mandatory Conversion Measuring Period”) and (ii) the Equity Conditions are satisfied for each day of such Mandatory Conversion Measuring Period and continue to be satisfied for each day through and including the Conversion Date, then the Company may elect, subject to the terms and conditions set forth herein, to require the Holder to convert (a “Mandatory Conversion”) a portion of the outstanding Principal amount (and any or all accrued and unpaid interest thereon) of this Note, up to its entirety, into Common Shares by delivering an irrevocable written notice of such election to the Holder (the “Mandatory Conversion Notice”). For purposes of example only, if the Conversion Price is $1.00, then the Closing Price would need to be greater than $2.50 for each Trading Day in the relevant period for the condition set forth in Section 6(b)(i) to be satisfied. The Company shall deliver the Mandatory Conversion Notice to the Holder on the thirty-fifth (35th) consecutive Trading Day that the Closing Price is 250% greater than the Conversion Price; provided that the Equity Conditions have been satisfied during each day of such thirty-five (35) consecutive Trading Day period (and, if such Equity Conditions were not satisfied during each day of such thirty-five consecutive Trading Day period, the Company may not deliver the Mandatory Conversion Notice). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be no earlier than the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the aggregate Principal amount and accrued but unpaid interest owing in respect of the Note to be converted pursuant to the Mandatory Conversion (taking into account the limitations set forth in Section 6(c) hereof and the Volume Limit) if the Conversion Date were the date of the Mandatory C...
At the Option of the Company. If at any time (i) the Market Price is 200% greater than the Conversion Price then in effect for at least sixty-five (65) consecutive Trading Days, and (ii) the Equity Conditions are satisfied for such sixty-five (65) consecutive Trading Day period and through the Conversion Date, then the Company may elect to require the Holders to convert a portion of the outstanding principal amount of this Note, up to its entirety, into Common Stock by delivering an irrevocable written notice of such election to the Holders. The amount of principal amount of this Note convertible as provided in the preceding sentence shall be limited to the amount that is convertible into a number of shares of Common Stock which, together with all other shares of Common Stock received upon conversion of all Notes in the 30-day period preceding the applicable Conversion Date, does not exceed the arithmetic average of the Daily Trading Volume for each of the 20 consecutive Trading Days preceding that Conversion Date. The tenth (10th) Trading Day after the delivery of such notice will be the “Conversion Date” for such required conversion. For purposes of example only, if the Conversion Price is $1.00, then the Market Price would need to be greater than $3.00 during the relevant period for the condition set forth Section 6(b)(i) to be satisfied.
At the Option of the Company. The Company may by notice to Holder (a "Forced Conversion Notice") convert this Note into common stock, on the same terms as provided in Section (a). However, the Company may give a "Forced Conversion Notice" to Holder only if on the date of the Forced Conversion Notice and on the preceding 10 consecutive trading days the closing price of the common stock is not less than $1 per share, and the shares issuable on conversion are then registered for public sale in the US and all hold periods under applicable Canadian securities laws have expired.
At the Option of the Company. Subject to the provisions of this Section 5(a)(ii), at any time after the eighteenth month anniversary of the Closing Date, the Company may deliver (via certified United States mail with a return receipt requested) a written notice (such notice, a "COMPANY CONVERSION NOTICE") to the Investor within five days after any day (such day, the "TEST DATE") on which the conditions in (i), (ii), (iii) and (iv) below shall be satisfied, stating its irrevocable election to convert at the Conversion Price of all (but not less than all) of the outstanding principal amount of this Note, provided that: (i) the VWAP for each of the 20 consecutive Trading Days prior to the Test Date is greater than the price per share derived by multiplying the Conversion Price by the number two (2) (subject to equitable adjustment as a result of the events set forth in Sections 11(a), (b) and (c)), (ii) the Equity Conditions Are Satisfied, (iii) the average daily trading volume of the Common Stock during the entire period referred to in clause (i) of this subparagraph (ii) shall be at least 450,000 shares (subject to equitable adjustment as a result of intervening stock splits and reverse stock splits), and (iv) immediately before or after giving effect to such issuance on such date, no Event of Default or Default shall or would exist. Subject to the terms and conditions of this Section 5(a)(ii), the Company shall effect the conversion of this Note pursuant to a Company Conversion Notice on the 10th Trading Day immediately succeeding the date of the Company Conversion Notice (the "COMPANY CONVERSION DATE"). Notwithstanding anything to the contrary set forth in this Note, the Investor shall have the right to nullify such Company Conversion Notice if any of the conditions set forth in this Section 5(a)(ii) shall not have been met on each date during the entire period referred to in clause (i) above. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Company Conversion Notice through 6:30 p.m. (California time) on the Trading Day prior to the Company Conversion Date. Notwithstanding the foregoing, the Company and the Investor agree that, if and to the extent Section 5(b) of this Note would restrict the right of the Company to issue or the right of the Investor to receive any of the Underlying Shares otherwise issuable upon the conversion in respect of a Company Conversion Notice, then notwithstanding anything to the contrary s...
At the Option of the Company. (i) At any time following the Original Issue Date, upon delivery of a written notice to the Holder (a "COMPANY PREPAYMENT NOTICE" and the date such notice is delivered by the Company, the "COMPANY NOTICE DATE"), the Company shall be entitled to prepay all or any portion of the outstanding principal amount of this Note plus any accrued and unpaid interest thereon for an amount in cash equal to the Company Prepayment Price. Notwithstanding anything to the contrary, the Company shall only be entitled to deliver a Company Prepayment Notice pursuant to the terms hereof if the Equity Conditions are satisfied with respect to all shares of Common Stock issuable pursuant to the Transaction Documents on the Company Notice Date. If any of the Equity Conditions shall cease to be in effect during the period between the Company Notice Date and the date the Company Prepayment Price is paid in full, then the Holder subject to such prepayment may elect, by written notice to the Company given at any time after any of the Equity Conditions shall cease to be in effect, to invalidate AB INITIO such optional prepayment, notwithstanding anything herein contained to the contrary. The Holder may, within 5 Trading Days of its receipt of the Company Prepayment Notice, convert any portion of the outstanding principal amount of this Note and any accrued and unpaid interest thereon subject to a Company Prepayment Notice. Once delivered, the Company shall not be entitled to rescind a Company Prepayment Notice.
At the Option of the Company. Upon the occurrence of a Triggering Event, or if the Triggering Bid Price for any period of sixty (60) consecutive calendar days has exceeded the Triggering Amount, the Company may require that each of the outstanding shares of Series C Preferred Stock be con- verted into Common Stock computed by multiplying the number of shares of Series C Preferred Stock to be converted times the Stated Value and dividing the result by the Conversion Price in effect at the time of such conversion. Such right may be exercised by written notice to the holders thereof given (i) not less than ten (10) days prior to the date of closing of a Triggering Event or (ii) within thirty (30) days after the end of any sixty (60) day period in which the Triggering Bid Price has exceeded the Triggering Amount, which notice shall specify the record date set for conversion. Such conversion shall be effected, automatically and without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent. 1.6.4.
At the Option of the Company. Upon the earlier to occur of (1) the consummation of the IPO Event and (2) the Effective Date, the Company may cause 50% of the principal amount of this Note then outstanding to be automatically converted into fully paid non-assessable shares of Common Stock (such conversion, an "AUTOMATIC
At the Option of the Company. (i) If the Market Price (as defined in Section 9) per share of the Common Stock is at least three hundred percent (300%) of the Conversion Price (the “Trigger Price”) for thirty (30) consecutive trading days (the “Trigger Price Period”) and at least 200,000 shares of Common Stock are traded during each trading day in such Trigger Price Period, the Company may elect to have all of the then outstanding Series K Preferred Stock (subject to the limitation set forth in Section 5(e)) converted into that number of shares of Common Stock determined in accordance with Section 5(a)(i).
At the Option of the Company. (i) If, at any time following the one year anniversary of the Effective Date, the VWAP for any 20 consecutive Trading Days exceeds 175% of the Conversion Price (the “Threshold Price”), then the Company may require the Holder to convert all or any part of the outstanding principal amount of the Notes into Common Stock based on the Conversion Price (the “Conversion Right”).
At the Option of the Company. The Company may by notice to Holder (a "Forced Conversion Notice") convert this Note into common stock, on the same terms as provided in Section 2(a). However, the Company may give a "Forced Conversion Notice" to Holder only if on the date of the Forced Conversion Notice and on the preceding 10 consecutive trading days the closing price of the common stock is not less than $1 per share, and the shares issuable on conversion are then registered for public sale in the US and all hold periods under applicable Canadian securities laws have expired. Within five business days after it has received a Conversion Notice (unless the Company has duly nullified the Conversion Notice as provided above), or within three business days after giving a Forced Conversion Notice, the Company shall issue to Holder a certificate for the shares issuable on conversion of this Note.
