Common use of Conversion of Convertible Note Clause in Contracts

Conversion of Convertible Note. 9.1.1 The Company understands that upon a Conversion (as defined in the Purchaser Notes) a delay in the delivery of the Note Shares in the form required pursuant to the Purchaser Notes beyond the "DELIVERY DATE" (as defined in the Purchaser Notes) could result in economic loss to the Purchaser. In the event that the Note Shares are not delivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of such Note Shares in the amount equal to the greater of (i) $500 per business day after the Delivery Date or (ii) the Purchaser's actual damages from such delayed delivery. Notwithstanding the foregoing, the Company shall not be liable to pay the Purchaser any late payments if the delay in the delivery of the Note Shares beyond the Delivery Date is solely out of the control of the Company and the Company is actively trying to cure the cause of the delay. The Company shall pay any payments required to be paid under this Section 9.1 in immediately available funds upon demand and, in the case of actual damages by the Purchaser, upon receipt by the Company of reasonable documentation of the amount of such damages, containing the number of shares of Common Stock the Purchaser is forced to purchase (in an open market transaction) that the Purchaser anticipated receiving upon such Conversion. Such damages owed by the Purchaser to the Company shall be calculated as the amount by which (A) the Purchaser's total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Purchaser Notes, for which such Conversion Notice was not timely honored. 9.1.2 Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Purchaser and any remainder refunded to the Company.

Conversion of Convertible Note. 9.1.1 The Company understands that upon a Conversion (as defined in the Purchaser NotesConvertible Note) a delay in the delivery of the Note Shares in the form required pursuant to the Purchaser Notes Convertible Note beyond the "DELIVERY DATE" (as defined in the Purchaser NotesConvertible Note) could result in economic loss to the Purchaser. In the event that the Note Shares are not delivered to the Purchaser by the Delivery Date, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late issuance of such Note Shares in the amount equal to the greater of (i) $500 per business day after the Delivery Date or (ii) the Purchaser's actual damages from such delayed delivery. Notwithstanding the foregoing, the Company shall not be liable to pay the Purchaser any late payments if the delay in the delivery of the Note Shares beyond the Delivery Date is solely out of the control of the Company and the Company is actively trying to cure the cause of the delay. The Company shall pay any payments required to be paid under this Section 9.1 in immediately available funds upon demand and, in the case of actual damages by the Purchaser, upon receipt by the Company of reasonable documentation of the amount of such damages, containing the number of shares of Common Stock the Purchaser is forced to purchase (in an open market transaction) that the Purchaser anticipated receiving upon such Conversion. Such damages owed by the Purchaser to the Company shall be calculated as the amount by which (A) the Purchaser's total purchase price (including customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the Purchaser NotesConvertible Note, for which such Conversion Notice was not timely honored. 9.1.2 Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum amount permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Purchaser and any remainder refunded to the Company.