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Conversion Right. Subject to any limitation set forth in this [Section 3(a)], at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to [Section 1]), the Holder shall have the right to convert any portion of the outstanding Principal (such requested amount, the “Conversion Amount”) into validly issued, fully paid and non-assessable shares of Common Stock in accordance with [Section 4], at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this [Section 3(a)] until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Date”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion, provided, however, that in no event shall the Company be required to pay any such taxes that may be payable in respect of the issuance and delivery of Common Stock in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such Common Stock unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such taxes or shall have established to the satisfaction of the Company that such taxes have been paid or are not payable.

Conversion Right. Subject to any limitation set forth in this [Section 3(a)], at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to [Section 1]), theThe Holder shall have the right at any time, and from time to time to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with [Section 4],exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, selected by the Holder shall have the right to convert this Note pursuant to this [Section 3(a)] until the actual effective date of such Change of Control (any suchfor any particular conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later datedetermined as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Dateprovided herein (a “Conversion). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion,; provided, however, that in no event shall the CompanyHolder be requiredentitled to payconvert any such taxesportion of this Note in excess of that may be payable in respectportion of this Note upon conversion of which the issuance and deliverysum of # the number of shares of Common Stock in a name otherbeneficially owned by the Holder and its affiliates (other than thatshares of Common Stock which may be deemed beneficially owned through the ownership of the Holder,unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the Company shall not be required to issue or deliver any suchnumber of shares of Common Stock unlessissuable upon the Conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and untilits affiliates of more than 4.99% of the person or persons requestingoutstanding shares of Common Stock. For purposes of the issue thereof shall have paidproviso to the Companyimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations thereunder, except as otherwise provided in [clause (1)] of such proviso. The number of shares of Common Stock to be issued upon each Conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) (the numerator) by the applicable Conversion Price then in effect on the date specified in the notice of conversion (the denominator), in the form attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with [Section 1.4] below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before , time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any Conversion of this Note, the sum of # the principal amount of this Note to be converted in such taxes or shall have establishedConversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the satisfaction ofConversion Date plus # at the Company that such taxes have been paid Holder’s option, fees on the amounts referred to in the immediately preceding clauses # and/or are not payable.# plus # at the Holder’s option, any amounts owed to the Holder pursuant to [Sections 1.3 and 1.4(g)])] hereof.

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), theThe Holder shall have the right at any time on or after the Issue Date, to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal amount and accrued and unpaid interest of this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date as may be requested by the Holder, but in no event later than the Maturity Dateconversion price (the “Conversion Date”Price”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the CompanyHolder be requiredentitled to payconvert any such taxesportion of this Note in excess of that may be payable in respectportion of this Note upon conversion of which the issuance and deliverysum of # the number of shares of Common Stock in a name otherbeneficially owned by the Holder and its affiliates (other than thatshares of Common Stock which may be deemed beneficially owned through the ownership of the Holder,unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the Company shall not be required to issue or deliver any suchnumber of shares of Common Stock unlessissuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and untilits affiliates of more than 9.99% of the person or persons requestingoutstanding shares of Common Stock. For purposes of the issue thereof shall have paidproviso to the Companyimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such taxes or shall have establishedconversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the satisfaction ofConversion Date, plus # at the Company that such taxes have been paid Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or are not payable.# plus # at the Holder’s option, any amounts owed to the Holder pursuant to [Sections 1.3 and 1.4(g)] hereof.

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), theThe Holder shall have the right at any time to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal amount and accrued and unpaid interest of this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversionconversion price (the “Conversion Price”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date determined as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Dateprovided herein (a “Conversion”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion,; provided, however, that in no event shall the CompanyHolder be requiredentitled to payconvert any such taxesportion of this Note in excess of that may be payable in respectportion of this Note upon conversion of which the issuance and deliverysum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in a name otherbeneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Borrower, and the Companyprovisions of the conversion limitation shall notcontinue to apply until such 61st day (or such later date, as determined by the Holder, as may be required to issue or deliver anyspecified in such notice of waiver). The number of shares of Common Stock unless and untilto be issued upon each conversion of this Note shall be determined by dividing the person or persons requestingConversion Amount (as defined below) by the issue thereof shall have paidapplicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the ''Notice of Conversion”), delivered to the CompanyBorrower or Borrower's transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower's transfer agent before 6:00 p.m., [[Address A:Address]] time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such taxes or shall have establishedconversion plus # at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the satisfaction ofConversion Date, plus # at the Company that such taxes have been paid Holder's option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or are not payable.# plus # at the Holder's option, any amounts owed to the Holder pursuant to [Sections 1.3 and 1.4(g)] hereof.

Conversion Right. Subject to any limitation set forth inThe Holder of this Section 3(a),Note is entitled, at its option, at any timetime, to convert all or times on or afterany amount of the Issuance Date up toprincipal face amount of this Note then outstanding into shares of the Company’s common stock and includingending # the Maturity Date (or earlier repaymentdate of payment of the Default Amount (as defined in Article III) pursuant to Section 1),1.6(a) or Article III, each in respect of the Holder shall have the rightremaining outstanding principal amount of this Note to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal amount of this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date determined as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Dateprovided herein (a “Conversion”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion,; provided, however, that in no event shall the CompanyHolder be requiredentitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any such taxes that may be payableor all interest in respect ofcash plus # at the issuance and delivery of Common StockHolder’s option, Default Interest, if any, on the amounts referred to in a name other than that of the Holder, andimmediately preceding clauses # and/or # plus # at the Company shall not be required to issue or deliverHolder’s option, any such Common Stock unless and until the person or persons requesting the issue thereof shall have paidamounts owed to the Company the amount of such taxes or shall have establishedHolder pursuant to the satisfaction of the Company that such taxes have been paid or are not payable.Sections 1.3 and 1.4(g) hereof.

Holder's Conversion Right. Subject to any limitation set forth in this Section 3(a), atRights. At any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1),Date, the Holder shall have the rightbe entitled to convert any portionall of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal and accrued interest of this Note into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4, at the stated Conversion Price (as defined below). FollowingPrice. The Holder shall not be entitled to convert on a Conversion Date that amount of the Company’s deliveryNote in connection with that number of shares of Common Stock which would be in excess of the sum of the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a ChangeConversion Date, which would result in beneficial ownership by the Holder and its affiliates of Control Noticemore than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision to the Holder,immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99% ("Conversion Limitation 1"). The Holder shall have the rightauthority to convertdetermine whether the restriction contained in this Note pursuant to[Section 2(b)] will limit any conversion hereunder, and accordingly, the Holder may waive the conversion limitation described in this Section 3(a) until the actual[Section 2(b)], in whole or in part, upon and effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Date”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion, provided, however, that in no event shall the Company be required to pay any such taxes that may be payable in respect of the issuance and delivery of Common Stock in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such Common Stock unless and until the person or persons requesting the issue thereof shall have paid61 days prior written notice to the Company theto increase or decrease such percentage to any other amount of such taxes or shall have established to the satisfaction of the Company that such taxes have been paid or are not payable.as determined by Holder in its sole discretion ("Conversion Limitation 2").

Conversion Right. Subject toThe Holder shall have the right, on any limitation set forth in this Section 3(a),calendar day, at any time or times on or afterfollowing the Issuancedate that an Event of Default (as defined in this Note) occurs under this Note, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”), by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (as defined in this Note) by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date upprior to and including11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”); provided, however, that notwithstanding anything to the Maturity Date (or earlier repayment pursuant to Section 1),contrary contained herein, the Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the outstanding Principalextent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such requested amount,Persons, “Attribution Parties”)), would beneficially own in excess of the Conversion Amount”) into validly issued, fully paid and non-assessableBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon # conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and # exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 4,13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in # the Company’s most recent periodic or annual report filed with the Commission, as the case may be, # a more recent public announcement by the Company or # a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Price (as defined below). Following the Company’s deliveryShares to be issued upon each conversion of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be madedetermined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in writingeffect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if receivedBorrower or such later date as may be requestedBorrower’s transfer agent by the Holder, butHolder in no event later thanaccordance with the Maturity Date (theterms of this Note. The term “Conversion Date”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payableAmount” means, with respect to any conversion of this Note, the issuancesum of # the Principal Amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and delivery of Common Stock upon conversion, provided, however, that in no event shallunpaid interest, if any, on such Principal Amount at the Company be required to pay any such taxes that may be payable in respect of the issuance and delivery of Common Stock in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such Common Stock unless and until the person or persons requesting the issue thereof shall have paidInterest Rate to the CompanyConversion Date, plus # at the amount of such taxes Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or shall have established to the satisfaction of the Company that such taxes have been paid or are not payable.(2).

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), theThe Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: # the Maturity Date and # the date of payment of the Default Amount (as defined in Article III), each in respect of the remaining outstanding amount of this Note to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid amount of this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date as may be requested by the Holder, but in no event later than the Maturity Dateconversion price (the “Conversion Date”Price”). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion, determined as provided herein (a “Conversion”); provided, however, that in no event shall the CompanyHolder be requiredentitled to payconvert any such taxesportion of this Note in excess of that may be payable in respectportion of this Note upon conversion of which the issuance and deliverysum of # the number of shares of Common Stock in a name otherbeneficially owned by the Holder and its affiliates (other than thatshares of Common Stock which may be deemed beneficially owned through the ownership of the Holder,unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the Company shall not be required to issue or deliver any suchnumber of shares of Common Stock unlessissuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and untilits affiliates of more than 4.99% of the person or persons requestingoutstanding shares of Common Stock. For purposes of the issue thereof shall have paidproviso to the Companyimmediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such taxes or shall have establishedconversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the satisfaction ofConversion Date, plus # at the Company that such taxes have been paid Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or are not payable.# plus # at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), theThe Holder shall have the right from time to time, and at any time following the Issue Date and ending on the later of # the Maturity Date and # the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal amount of this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date determined as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Dateprovided herein (a “Conversion). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion,; provided, however, that in no event shall the CompanyHolder be requiredentitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder (up to a maximum of 9.99%) upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any such taxes that may be payableor all interest in respect ofcash plus # at the issuance and delivery of Common StockHolder’s option, Default Interest, if any, on the amounts referred to in a name other than that of the Holder, andimmediately preceding clauses # and/or # plus # at the Company shall not be required to issue or deliverHolder’s option, any such Common Stock unless and until the person or persons requesting the issue thereof shall have paidamounts owed to the Company the amount of such taxes or shall have establishedHolder pursuant to the satisfaction of the Company that such taxes have been paid or are not payable.Sections 1.3 and 1.4(g) hereof.

Conversion Right. Subject to any limitation set forth in this Section 3(a), at any time or times on or after the Issuance Date up to and including the Maturity Date (or earlier repayment pursuant to Section 1), theThe Holder shall have the right beginning on the date that is 180 days from the date hereof, from time to time following an Event of Default, and ending on the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any portionpart of the outstanding Principal (such requested amount, the “Conversion Amount”)and unpaid principal, interest, penalties, and all other amounts under this Note into validly issued, fully paid and non-assessable shares of Common Stock, as such Common Stock in accordance with Section 4,exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). Following the Company’s delivery of a Change of Control Notice to the Holder, the Holder shall have the right to convert this Note pursuant to this Section 3(a) until the actual effective date of such Change of Control (any such conversion, a “Change of Control Conversion”), after which time the Holder’s right to convert this Note shall terminate. Such request shall be made in writing delivered to the Chief Financial Officer of the Company. Conversion shall be effective upon the date of such request if received or such later date determined as may be requested by the Holder, but in no event later than the Maturity Date (the “Conversion Dateprovided herein (a “Conversion). The Company shall not issue any fraction of a share of Common Stock upon any such conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction down to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion,; provided, however, that in no event shall the CompanyHolder be requiredentitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (“Beneficial Ownership Limitation”). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations [[Unknown Identifier]] thereunder, except as otherwise provided in clause (1) of such proviso. The Holder, upon notice to the Borrower, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1.1, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 1.1 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Borrower. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any such taxes that may be payableor all interest in respect ofcash plus # at the issuance and delivery of Common StockHolder’s option, Default Interest, if any, on the amounts referred to in a name other than that of the Holder, andimmediately preceding clauses # and/or # plus # at the Company shall not be required to issue or deliverHolder’s option, any such Common Stock unless and until the person or persons requesting the issue thereof shall have paidamounts owed to the Company the amount of such taxes or shall have establishedHolder pursuant to the satisfaction of the Company that such taxes have been paid or are not payable.Sections 1.3 and 1.4(g) hereof.

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