Common use of Conversion Feature Clause in Contracts

Conversion Feature. (a) This Convertible Note may be converted, in whole or in part at the option of the Holder, at any time or from time to time prior to the Maturity Date, into that number of shares of Common Stock as determined herein by delivery of this Note and the Notice of Conversion annexed hereto duly completed and executed on behalf of the Holder, to Maker at the office of Maker (or such other office or agency of Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of Maker). This Note may not be converted unless the Holder provides the Company with a written certification that this Note is not being converted by or on behalf of any "U.S. Person" as such term is defined in Rule 902 of Regulations S under the 1933 Act, or provides a written opinion of United States counsel of recognized standing, in form and substance satisfactory to Maker, to the effect that this Note and the shares of Common Stock to be issued upon its conversion have been registered under the 1933 Act and registered or qualified under applicable securities laws of any state or other jurisdiction, or are exempt from such registration or qualification. The date set forth on the Conversion Notice shall be the "Conversion Date". (b) The number of shares of Common Stock that shall be issuable upon conversion of the Convertible Note shall be equal to the face amount of the Convertible Note (or such lesser principal amount as shall be set forth on the Notice of Conversion), plus any accrued and unpaid interest due hereunder or on the principal amount being converted, as applicable, divided by the Conversion Price (as defined below) in effect on the Conversion Date. No partial share will be issued. Any partial shares will be rounded up to the nearest whole share. Within 5 days after Maker's receipt of the Conversion Notice completed and executed by ▇▇▇▇▇▇ and this Note, Maker shall issue and deliver by hand against a signed receipt therefore, by nationally recognized overnight courier requiring a signed receipt therefore to the address provided herein, a stock certificate or stock certificates of the Maker representing the number of shares of Common Stock to which Holder is entitled. In the event that this Note shall be converted in part prior to the Maturity Date, the Maker shall issue a new Note of like tenor to Holder in the principal amount not so converted. The Conversion Price shall be $0.15, subject to adjustment. Except as provided in this Section 5, the Holder of the Convertible Note shall have no conversion rights. (c) The Lender shall be entitled to the rights and subject to the obligations regarding the registration of the shares of Common Stock issuable upon conversion of the Convertible Note set forth in Section 6 of that certain Securities Purchase Agreement dated on or about the date hereof by and between Maker and Lender.

Conversion Feature. Subject to the terms and provisions of this paragraph 11, if, within 30 days following the occurrence and continuance of a Conversion Event, the Company receives a notice (athe "Conversion Notice") This Convertible Note may be converted, in whole or in part at from the option Representative of the HolderSenior Credit Facilities that the requisite composite of lenders party to Senior Credit Facilities have agreed in accordance with the terms thereof to exercise the Conversion Option, at any time or from time then the Holders shall be required to time prior to the Maturity Date, tender their notes for conversion into that number of shares of Common Stock as determined herein by delivery of this Note and the Notice of Conversion annexed hereto duly completed and executed on behalf of the Holder, to Maker at the office of Maker (or such other office or agency of Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of Maker). This Note may not be converted unless the Holder provides the Company with a written certification that this Note is not being converted by or on behalf of any "U.S. Person" as such term is defined in Rule 902 of Regulations S under the 1933 Act, or provides a written opinion of United States counsel of recognized standing, in form and substance satisfactory to Maker, to the effect that this Note and the shares of Common Stock to be issued upon its conversion have been registered under the 1933 Act and registered or qualified under applicable securities laws of any state or other jurisdiction, or are exempt from such registration or qualification. The date set forth on the Conversion Notice shall be (the "Conversion Date". (b) set forth in such Conversion Notice which Conversion Date shall be a Business Day and shall be at least 15 days, but not more than 45 days, after the Company's receipt of such Conversion Notice. Upon such Conversion Date, the Notes shall be reduced pro rata in a manner so as to cause the remaining aggregate outstanding principal amount of the Notes to equal $7,500,000 immediately following such Conversion Date, with all accrued, but unpaid interest thereon, as of the Conversion Date being reduced to zero. The number of shares of Common Stock that shall be issuable upon conversion of the Convertible Note shall be equal to the face amount of the Convertible Note (or such lesser principal amount as shall be set forth on the Notice of Conversion), plus any accrued and unpaid interest due hereunder or on the principal amount being converted, as applicable, divided by the Conversion Price (as defined below) in effect on the Conversion Date. No partial share will be issued. Any partial shares will be rounded up to the nearest whole share. Within 5 days after Maker's receipt of the Conversion Notice completed and executed by ▇▇▇▇▇▇ and this Note, Maker shall issue and deliver by hand against a signed receipt therefore, by nationally recognized overnight courier requiring a signed receipt therefore to the address provided herein, a stock certificate or stock certificates of the Maker representing the number of shares of Common Stock to which Holder is entitled. In the event that this Note shall be converted in part prior to the Maturity Date, the Maker shall issue a new Note of like tenor to Holder in the principal amount not so converted. The Conversion Price shall be $0.15, subject to adjustment. Except as provided in this Section 5, the Holder of the Convertible Note shall have no conversion rights. (c) The Lender shall be entitled to the rights and subject to the obligations regarding the registration of the shares of Common Stock issuable upon conversion of a Note is determined by dividing the Convertible Note set forth principal amount of the Notes, plus accrued but unpaid interest thereon, being so converted by the Conversion Price in Section 6 effect as of that certain Securities Purchase Agreement dated the Conversion Date. The initial Conversion Price per share of Common Stock shall be $2.76 per share, but shall be subject to adjustment as provided in Article XI of the Indenture. The Notes may be converted into Common Stock in accordance herewith only once and the amount to be so converted shall equal the sum of the then aggregate outstanding principal amount of the Notes, plus any accrued but unpaid interest thereon, LESS $7,500,000, with the remaining balance of the Notes being then due and payable on or about the date hereof by and between Maker and LenderAugust 29, 2009.

Conversion Feature. Subject to the terms and provisions of this paragraph 11, if, within 30 days following the occurrence and continuance of a Conversion Event, the Company receives a notice (athe "Conversion Notice") This Convertible Note may be converted, in whole or in part at from the option Representative of the HolderSenior Credit Facilities that the requisite composite of lenders party to Senior Credit Facilities have agreed in accordance with the terms thereof to exercise the Conversion Option, at any time or from time then the Holders shall be required to time prior to the Maturity Date, tender their notes for conversion into that number of shares of Common Stock as determined herein by delivery of this Note and the Notice of Conversion annexed hereto duly completed and executed on behalf of the Holder, to Maker at the office of Maker (or such other office or agency of Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of Maker). This Note may not be converted unless the Holder provides the Company with a written certification that this Note is not being converted by or on behalf of any "U.S. Person" as such term is defined in Rule 902 of Regulations S under the 1933 Act, or provides a written opinion of United States counsel of recognized standing, in form and substance satisfactory to Maker, to the effect that this Note and the shares of Common Stock to be issued upon its conversion have been registered under the 1933 Act and registered or qualified under applicable securities laws of any state or other jurisdiction, or are exempt from such registration or qualification. The date set forth on the Conversion Notice shall be (the "Conversion Date". (b) set forth in such Conversion Notice which Conversion Date shall be a Business Day and shall be at least 15 days, but not more than 45 days, after the Company's receipt of such Conversion Notice. Upon such Conversion Date, the Notes shall be reduced pro rata in a manner so as to cause the remaining aggregate outstanding principal amount of the Notes, together with accrued but unpaid interest thereon, to equal $7,500,000 immediately following such Conversion Date. The number of shares of Common Stock that shall be issuable upon conversion of the Convertible Note shall be equal to the face amount of the Convertible Note (or such lesser principal amount as shall be set forth on the Notice of Conversion), plus any accrued and unpaid interest due hereunder or on the principal amount being converted, as applicable, divided by the Conversion Price (as defined below) in effect on the Conversion Date. No partial share will be issued. Any partial shares will be rounded up to the nearest whole share. Within 5 days after Maker's receipt of the Conversion Notice completed and executed by ▇▇▇▇▇▇ and this Note, Maker shall issue and deliver by hand against a signed receipt therefore, by nationally recognized overnight courier requiring a signed receipt therefore to the address provided herein, a stock certificate or stock certificates of the Maker representing the number of shares of Common Stock to which Holder is entitled. In the event that this Note shall be converted in part prior to the Maturity Date, the Maker shall issue a new Note of like tenor to Holder in the principal amount not so converted. The Conversion Price shall be $0.15, subject to adjustment. Except as provided in this Section 5, the Holder of the Convertible Note shall have no conversion rights. (c) The Lender shall be entitled to the rights and subject to the obligations regarding the registration of the shares of Common Stock issuable upon conversion of a Note is determined by dividing the Convertible Note set forth principal amount of the Notes, plus accrued but unpaid interest thereon, being so converted by the Conversion Price in Section 6 effect as of that certain Securities Purchase Agreement dated the Conversion Date. The initial Conversion Price per share of Common Stock shall be $2.76 per share, but shall be subject to adjustment as provided in Article XI of the Indenture. The Notes may be converted into Common Stock in accordance herewith only once and the amount to be so converted shall equal the sum of the then aggregate outstanding principal amount of the Notes, plus any accrued but unpaid interest thereon, LESS $7,500,000, with the remaining balance of the Notes being then due and payable on or about the date hereof by and between Maker and LenderAugust 29, 2009.

Conversion Feature. Subject to the terms and provisions of this paragraph 11, if, within 30 days following the occurrence and continuance of a Conversion Event, the Company receives a notice (athe "Conversion Notice") This Convertible Note may be converted, in whole or in part at from the option Representative of the HolderSenior Credit Facilities that the requisite composite of lenders party to Senior Credit Facilities have agreed in accordance with the terms thereof to exercise the Conversion Option, at any time or from time then the Holders shall be required to time prior to the Maturity Date, tender their Notes for conversion into that number of shares of Common Stock as determined herein by delivery of this Note and the Notice of Conversion annexed hereto duly completed and executed on behalf of the Holder, to Maker at the office of Maker (or such other office or agency of Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of Maker). This Note may not be converted unless the Holder provides the Company with a written certification that this Note is not being converted by or on behalf of any date (The "U.S. Person" as such term is defined in Rule 902 of Regulations S under the 1933 Act, or provides a written opinion of United States counsel of recognized standing, in form and substance satisfactory to Maker, to the effect that this Note and the shares of Common Stock to be issued upon its conversion have been registered under the 1933 Act and registered or qualified under applicable securities laws of any state or other jurisdiction, or are exempt from such registration or qualification. The date Conversion Date") set forth on the in such Conversion Notice shall be a Business Day and shall be at least 15 days, but not more than 45 days, after the "Company's receipt of such Conversion Notice. Upon such Conversion Date". (b) , the Notes shall be reduced pro rata in a manner so as to cause the remaining aggregate outstanding principal amount of the Notes to equal $7,500,000 immediately following such Conversion Date, with all accrued but unpaid interest thereon as of the Conversion Date being reduced to zero. The number of shares of Common Stock that shall be issuable upon conversion of the Convertible Note shall be equal to the face amount of the Convertible Note (or such lesser principal amount as shall be set forth on the Notice of Conversion), plus any accrued and unpaid interest due hereunder or on the principal amount being converted, as applicable, divided by the Conversion Price (as defined below) in effect on the Conversion Date. No partial share will be issued. Any partial shares will be rounded up to the nearest whole share. Within 5 days after Maker's receipt of the Conversion Notice completed and executed by ▇▇▇▇▇▇ and this Note, Maker shall issue and deliver by hand against a signed receipt therefore, by nationally recognized overnight courier requiring a signed receipt therefore to the address provided herein, a stock certificate or stock certificates of the Maker representing the number of shares of Common Stock to which Holder is entitled. In the event that this Note shall be converted in part prior to the Maturity Date, the Maker shall issue a new Note of like tenor to Holder in the principal amount not so converted. The Conversion Price shall be $0.15, subject to adjustment. Except as provided in this Section 5, the Holder of the Convertible Note shall have no conversion rights. (c) The Lender shall be entitled to the rights and subject to the obligations regarding the registration of the shares of Common Stock issuable upon conversion of a Note is determined by dividing the Convertible Note set forth principal amount of the Notes, plus accrued but unpaid interest thereon, being so converted by the Conversion Price in Section 6 effect as of that certain Securities Purchase Agreement dated the Conversion Date. The initial Conversion Price per share of Common Stock shall be $2.76 per share, but shall be subject to adjustment as provided in Article XI of the Indenture. The Notes may be converted into Common Stock in accordance herewith only once and the amount to be so converted shall equal the sum of the then aggregate outstanding principal amount of the Notes, plus any accrued but unpaid interest thereon, LESS $7,500,000, with the remaining balance of the Notes being then due and payable on or about the date hereof by and between Maker and LenderAugust 29, 2009.