Common use of Conversion of Debenture Clause in Contracts

Conversion of Debenture. (a) Upon the conversion of this Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 of this Debenture. The Holder will not be required to surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested by ▇▇▇▇▇▇, provided the Holder delivers the original Debenture to the Company. (c) The Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) 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 permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

Conversion of Debenture. A. At any time prior to 5:00 p.m. California time on June 20, 1997 (a) Upon the conversion of this Debenture or part thereof"Conversion Termination Date"), the Company shall, Principal Amount may be converted at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent option of the Company's Payee (the "Optional Conversion") into 333,333 shares of Common Stock and that(the "Optional Conversion Securities'), unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain reflecting a legend restricting the resale or transferability conversion price of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration$3.00 per share. (b) Holder will give notice of its decision B. The Payee desiring to exercise its right option to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion pursuant to clause (a form of which is attached as Exhibit A to the DebentureA) hereof shall deliver this Debenture to the Company via confirmed telecopier transmissionat its principal executive office, emailaccompanied by a written request to convert, specifying the name or overnight courier names in which the certificate or otherwise pursuant certificates for the Optional Conversion Securities are to Section 4.2 be issued. The foregoing notwithstanding, no holder of this Debenture shall be entitled to transfer this Debenture by conversion without first complying with all applicable restrictions on the transfer of this Debenture. For the purposes of clause (A) hereof, the Conversion Date will be the date of delivery of this Debenture to the Company and the person entitle to receive certificates evidencing the Optional Conversion Securities shall be regarded for all corporate purposes from and after such date as the record holder of the Optional Conversion Securities to which it is entitled upon the conversion. The Holder will Optional Conversion Securities shall be delivered to the Payee within five days after the Conversion Date. The Company may rely on record ownership of this Debenture for all corporate purposes, notwithstanding any contrary notice. C. The Company shall pay all documentary, stamp or other transactional taxes attributable to the issuance or delivery of the Optional Conversion Securities provided, however, that the Company shall not be required to surrender pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name or other than that of the holder of this Debenture Debenture, and the Company shall not be required to issue or delivery any such certificate unless and until this Debenture the person requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the Company's satisfaction that such tax has been fully converted or satisfied, with each date on which a Notice of paid. D. The Optional Conversion is telecopied to Securities will upon issuance by the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion terms of this Debenture be validly issued, free from all taxes and liens with respect to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder issuance thereof and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested by ▇▇▇▇▇▇, provided the Holder delivers the original Debenture to the Companyfully paid and non-assessable. (c) The Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) 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 permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

Conversion of Debenture. (a) Upon This Debenture shall be convertible into the Company's Class A common stock, par value $0.001 per share ("Conversion Shares"), under, and only under, the circumstances set forth below in Sections 6(b) or 6(c), adjusted as provided in Section 7 hereof. The conversion price for the Debentures shall be equal to $7.50, adjusted as provided in Section 7 hereof ("Conversion Price"). (b) The entire principal amount of this Debenture shall be automatically converted into the right to receive Conversion Shares, at the Conversion Price, upon the consummation, prior to the Maturity Date, of a firm commitment underwritten initial public offering of the Company's common equity pursuant to a registration statement filed by the Company under the Act (other than such an offering on Form S-4 or part thereofForm S-8, or any successor forms, an "IPO"). (c) The entire principal amount of this Debenture may be converted, in whole but not in part, at the option of the holder hereof, into the right to receive Conversion Shares, at the Conversion Price then in effect, at any time prior to the Maturity Date. (d) To receive the Conversion Shares after the automatic conversion provided in Section 6(b), or to elect conversion pursuant to Section 6(c), Holder shall surrender this Debenture at the office of the Company, accompanied by a written instrument executed by the holder of this Debenture requesting such conversion and stating the name and address of the person or persons in whose name the certificate or certificates for Conversion Shares are to be issued. At its expense, the Company shall, at its own cost within three (3) Business Days thereafter, issue and expense, take all necessary action, including obtaining and delivering, an opinion of counsel deliver to assure that the Company's transfer agent shall issue stock such Holder certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing for the number of Conversion Shares issuable to which the Holder shall be entitled (bearing such legends as are required by the Exchange Agreement and applicable laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to conversion under the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 terms of this Debenture. Upon such surrender, the Holder shall be treated as a shareholder of the Company for all purposes, including but not limited to the right to vote or the right to receive dividends or distributions, regardless of the actual date such certificates are issued. (e) The Holder will Company shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of Conversion Shares pursuant hereto; provided, however, that the Company shall not be required obligated to surrender pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion. (f) The Company shall keep reserved at all times the number and type of Conversion Shares into which this Debenture until this Debenture has been fully converted or satisfied, with each date on which would then be convertible. (g) No fraction of a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof Share shall be deemed a Conversion Date (as defined above)issued upon the conversion of this Debenture. The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the All Conversion Shares (including fractions thereof) issuable upon conversion of this Debenture to by a Holder shall be aggregated for purposes of determining whether the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested by ▇▇▇▇▇▇, provided the Holder delivers the original Debenture to the Company. (c) The Company understands and agrees that a delay conversion would result in the delivery issuance of the Conversion Shares in the form required pursuant to Section 2.5(a) hereofany fractional share. If, after the Delivery Date (as hereinafter defined) could aforementioned aggregation, the conversion would result in economic loss to the Holder. As compensation to the Holder for such lossissuance of a fraction of a Conversion Share, the Company agrees to shall, in lieu of issuing any fractional share, pay (as liquidated damages and not as the holder a penalty) sum in cash equal to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture public offering price in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) 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 permitted IPO multiplied by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Companyfraction.

Conversion of Debenture. (a) Upon the conversion of this Debenture or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by emailing or telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 5.2 of this Debenture. The Holder will not be required to surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested by ▇▇▇▇▇▇, provided the Holder delivers the original Debenture to the Company. (c) The Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company. (d) 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 permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

Conversion of Debenture. (a) Upon Subject to the conversion provisions of the Indenture, the Holder of this Debenture or part thereof, the Company shallis entitled, at its own cost and expensehis option, take all necessary actionat any time prior to maturity, including obtaining and delivering, an opinion to convert the principal amount of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder this Debenture (or its nomineeany portion hereof in whole multiples of $1,000) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number into shares of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent Class A Common Stock of the Company's , as said shares shall be constituted at the date of conversion, at the conversion price of $___ principal amount of Debentures for each share of such Class A Common Stock and (except that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert in case this Debenture or part any portion thereof by telecopying an executed and completed Notice shall be called for redemption, such conversion right shall terminate with respect to this Debenture or portion thereof, as the case may be, so called for redemption at the close of Conversion business on the third (a form of which is attached 3rd) business day next preceding the date fixed for redemption as Exhibit A to provided in the Debenture) to the Company via confirmed telecopier transmission, emailIndenture), or overnight courier or otherwise pursuant to Section 4.2 at the adjusted conversion price in effect at the date of this Debenture. The Holder will not be required to conversion determined as provided in the Indenture, upon surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier Registrar accompanied by written notice of election to convert, and (if new Debentures for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery unconverted portion of any Debenture shall be registered in a name other than that of the Conversion Shares must be made Holder) by electronic transfer provided request for such electronic transfer has been made instruments of transfer, in form satisfactory to the Registrar, duly executed by the registered Holder and or by his duly authorized attorney. Such surrender shall, if made during the Holder has complied with all applicable securities laws period from the close of business on the record date preceding an interest payment date to the opening of business on such interest payment date (unless this Debenture or the portion being converted shall have been called for redemption), also be accompanied by payment in connection with funds acceptable to the sale Company of an amount equal to the Common Stock, including, without limitation, interest payable on such interest payment date on the prospectus delivery requirements. A Debenture representing the balance principal amount of this Debenture not so converted will be provided by the Company then being converted. Subject to the Holder if requested by ▇▇▇▇▇▇foregoing, provided no adjustment is to be made on conversion for interest accrued hereon (unless this Debenture or the Holder delivers the original Debenture to the Company. (c) The Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount portion thereof being converted of the corresponding Conversion Shares which are not timely deliveredshall have been called for redemption) or for dividends on Class A Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall pay any payments incurred under this Section make adjustment therefor in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to cash on the Holder, basis of the current market value of such fractional interest as provided in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the CompanyIndenture. (d) 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 permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

Conversion of Debenture. (a) Upon Subject to the conversion provisions of the Indenture, the Holder of this Debenture or part thereofis entitled, at his option, at any time prior to maturity, to convert each $1,000 principal amount of this Debenture into 56 shares of Common Stock of the Company shall(a conversion price of $17.85714 principal amount of Debentures for each share of such Common Stock), as said shares shall be constituted at its own cost and expensethe date of conversion, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and except that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert in case this Debenture or part any portion thereof by telecopying an executed and completed Notice shall be called for redemption, such conversion right shall terminate with respect to this Debenture or portion thereof, as the case may be, so called for redemption at the close of Conversion business on the third (a form of which is attached 3rd) business day next preceding the date fixed for redemption as Exhibit A to provided in the Debenture) to the Company via confirmed telecopier transmission, emailIndenture, or overnight courier or otherwise pursuant to Section 4.2 at the adjusted conversion price in effect at the date of this Debenture. The Holder will not be required to conversion determined as provided in the Indenture, upon surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Debenture Registrar accompanied by written notice of election to convert, and (if new Debentures for the unconverted portion of any Debenture shall be registered in a name other than that of the Holder) by instruments of transfer, in form satisfactory to the Debenture Registrar, duly executed by the registered Holder via express courier for receipt or by his duly authorized attorney. Such surrender shall, if made during the period from the close of business on the record date preceding an Interest Payment Date to the opening of business on such Holder on or before the Delivery Interest Payment Date (as defined aboveunless this Debenture or the portion being converted shall have been called for redemption). In , also be accompanied by payment in funds acceptable to the event Company of an amount equal to the Conversion Shares are electronically transferable, then delivery of interest payable on such Interest Payment Date on the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance principal amount of this Debenture not so converted will be provided by the Company then being converted. Subject to the Holder if requested by ▇▇▇▇▇▇foregoing, provided no adjustment is to be made on conversion for interest accrued hereon (unless this Debenture or the Holder delivers the original Debenture to the Company. (c) The Company understands and agrees that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Debenture in the amount of $500 per business day after the Delivery Date for each $10,000 of Debenture principal amount portion thereof being converted of the corresponding Conversion Shares which are not timely deliveredshall have been called for redemption) or for dividends on Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall pay any payments incurred under this Section make adjustment therefor in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to cash on the Holder, basis of the current market value of such fractional interest as provided in the event that the Company fails for any reason to effect delivery of the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the CompanyIndenture. (d) 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 permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.