Common use of Common Stock Issuable Upon Conversion Clause in Contracts

Common Stock Issuable Upon Conversion. Within three (3) Business Days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock of the Lender, no par value, determined by dividing the Conversion Amount by a price (the "Conversion Price") determined from time to time and subject to adjustment as set forth in this Promissory Note. For purposes hereof, the Conversion Price as of any date of determination shall be the average of the VWACS during the thirty (30) consecutive Trading Days immediately preceding such date of determination. For purposes hereof, "VWACS" shall mean the weighted daily average bid price per share of the Common Stock on the Nasdaq National Market ("NASDAQ") or on the New York Stock Exchange, American Stock Exchange or the Nasdaq SmallCap Market (each, a "Subsequent Market") as reported by Bloomberg Information Services, Inc., or its successors to its function of reporting prices, and "Trading Day" shall mean (i) a day on which the Common Stock is traded on the NASDAQ or on such Subsequent Market on which the Common Stock is then listed or quoted, as the case may be, or (ii) if the Common Stock is not listed on the NASDAQ or on a Subsequent Market, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then "Trading Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.