Conversion of the Debenture. (a) At any time and from time to time during the period commencing on the date hereof and ending on the date that is five years after the date first written above (the "Maturity Date"), Agent may convert the entire outstanding principal amount of the Debenture, or any portion thereof, into fully paid and nonassessable shares of Corporation's $.10 par value per share common stock ("Common Stock"), at the conversion rate provided for in paragraph 3(b) below. If Agent has not converted the entire principal amount of the Debenture into Common Stock before the Maturity Date and, provided that no Event of Default has occurred and continues to exist, then the entire remaining principal balance then outstanding under the Debenture shall be converted into Common Stock as of the Maturity Date. If an Event of Default has occurred and continues to exist as of the Maturity Date, then the Maturity Date shall be extended for forty five (45) days to allow Corporation an opportunity to cure such Event of Default to the extent provided below. (b) The number of shares of Common Stock that Agent shall receive upon a conversion of all or a portion of the outstanding principal amount of the Debenture (the "Conversion Shares") shall be determined by dividing the principal amount being converted by ninety percent (90%) of the fair market value of a share of Common Stock as of the Conversion Date. For purposes of this paragraph 3(b), the fair market value of a share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or approved for quotation on the Nasdaq Stock Market, the fair market value shall be the average per-share closing price for the ten (10) Business Days immediately preceding the Conversion Date, on such exchange or market, as the case may be, or if no sale of Common Stock is made on any of such days, the average of the closing bid and asked prices for any such day on such exchange or market, as the case may be, shall be used for the purposes of the calculation provided for in this paragraph 3(b)(i); or (ii) If the Common Stock is not so listed, admitted to unlisted trading privileges or approved for quotation, the fair market value shall be the average of the mean of the last reported bid and asked prices (iii) reported by National Quotation Bureau, Inc. for the ten (10) Business Days immediately preceding the Conversion Date; or (iv) If the Common Stock is not so listed, admitted to unlisted trading privileges or approved for quotation and bid and asked prices are not so reported, the fair market value of a share of Common Stock as of the Conversion Date as determined by an investment banking firm selected by Agent. (c) To convert all of the remaining outstanding principal amount of the Debenture, or any portion thereof, into Common Stock, Agent shall provide a written notice to Corporation. Such written notice shall state the name or names (with address) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued as well as the amount of the remaining outstanding principal amount of the Debenture. Each conversion of a portion of the remaining outstanding principal balance of the Debenture shall be deemed to have been made as of the date of such written notice (the "Conversion Date"); provided, however, that if Agent has not converted the Debenture as of the Maturity Date and no Event of Default has occurred and is continuing as of such date, then the Maturity Date shall be the Conversion Date. (d) As promptly as practicable, but no later than twenty (20) days after the Conversion Date, Corporation shall pay to Agent, by check, all accrued and unpaid interest on the converted Debenture or any portion thereof converted through the date of such payment, as well as the fair market value of any fractional share as provided in paragraph 3(e) below. (e) No fractional shares of, or scrip representing fractional shares of, Common Stock shall be issued upon the conversion of any portion of the remaining outstanding principal balance of the Debenture. Instead, Corporation shall pay Agent an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any conversion of a Debenture. For purposes of this paragraph 3(e), the fair market value of a share of Common Stock shall be determined as provided in paragraph 3(b) above. (f) At such time as the entire remaining principal amount outstanding under the Debenture shall be paid in full or converted to Common Stock, Agent shall surrender the Debenture, duly endorsed, at the principal office of Corporation, or at such other place as Corporation may designate by written notice to Agent.
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Conversion of the Debenture. (a) At any time and from time to time during the period commencing on the date hereof and ending on the date that is five years after the date first written above (the "Maturity Date"), Agent may convert the entire outstanding principal amount of the Debenture, or any portion thereof, into fully paid and nonassessable shares of Corporation's $.10 par value per share common stock ("Common Stock"), at the conversion rate provided for in paragraph 3(b) below. If Agent has not converted the entire principal amount of the Debenture into Common Stock before the Maturity Date and, provided that no Event of Default has occurred and continues to exist, then the entire remaining principal balance then outstanding under the Debenture shall be converted into Common Stock as of the Maturity Date. If an Event of Default has occurred and continues to exist as of the Maturity Date, then the Maturity Date shall be extended for forty five (45) days to allow Corporation an opportunity to cure such Event of Default to the extent provided below.
(b) The number of shares of Common Stock that Agent shall receive upon a conversion of all or a portion of the outstanding principal amount of the Debenture (the "Conversion Shares") shall be determined by dividing the principal amount being converted by ninety percent (90%) of the fair market value of a share of Common Stock as of the Conversion Date. For purposes of this paragraph 3(b), the fair market value of a share of Common Stock shall be determined as follows:
(i) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or approved for quotation on the Nasdaq Stock Market, the fair market value shall be the average per-share closing price for the ten (10) Business Days immediately preceding the Conversion Date, on such exchange or market, as the case may be, or if no sale of Common Stock is made on any of such days, the average of the closing bid and asked prices for any such day on such exchange or market, as the case may be, shall be used for the purposes of the calculation provided for in this paragraph 3(b)(i); or
(ii) If the Common Stock is not so listed, admitted to unlisted trading privileges or approved for quotation, the fair market value shall be the average of the mean of the last reported bid and asked prices
(iii) prices reported by National Quotation Bureau, Inc. for the ten (10) Business Days immediately preceding the Conversion Date; oror 5
(iviii) If the Common Stock is not so listed, admitted to unlisted trading privileges or approved for quotation and bid and asked prices are not so reported, the fair market value of a share of Common Stock as of the Conversion Date as determined by an investment banking firm selected by Agent.
(c) To convert all of the remaining outstanding principal amount of the Debenture, or any portion thereof, into Common Stock, Agent shall provide a written notice to Corporation. Such written notice shall state the name or names (with address) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued as well as the amount of the remaining outstanding principal amount of the Debenture. Each conversion of a portion of the remaining outstanding principal balance of the Debenture shall be deemed to have been made as of the date of such written notice (the "Conversion Date"); provided, however, that if Agent has not converted the Debenture as of the Maturity Date and no Event of Default has occurred and is continuing as of such date, then the Maturity Date shall be the Conversion Date.
(d) As promptly as practicable, but no later than twenty (20) days after the Conversion Date, Corporation shall pay to Agent, by check, all accrued and unpaid interest on the converted Debenture or any portion thereof converted through the date of such payment, as well as the fair market value of any fractional share as provided in paragraph 3(e) below.
(e) No fractional shares of, or scrip representing fractional shares of, Common Stock shall be issued upon the conversion of any portion of the remaining outstanding principal balance of the Debenture. Instead, Corporation shall pay Agent an amount equal to the fair market value of such fractional share of Common Stock in lieu of each fraction of a share otherwise called for upon any conversion of a Debenture. For purposes of this paragraph 3(e), the fair market value of a share of Common Stock shall be determined as provided in paragraph 3(b) above.
(f) At such time as the entire remaining principal amount outstanding under the Debenture shall be paid in full or converted to Common Stock, Agent shall surrender the Debenture, duly endorsed, at the principal office of Corporation, or at such other place as Corporation may designate by written notice to Agent.
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