Common use of Conversion of this Note Clause in Contracts

Conversion of this Note. If the closing of an Equity Financing occurs prior to the Maturity Date, the Payees may elect, in their sole discretion, by delivering notice to the Payor within 5 Business Days of delivery by the Payor to the Payees of the final term sheet with respect to such Equity Financing, to convert all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon (the "Subject Amount"), into the number of shares of the Securities issued in such Equity Financing equal to (i) the portion of the Subject Amount specified by the Payees to be so converted, divided by (ii) the lowest price per equity Security paid in such Equity Financing; provided, however, that the Payees may not elect to convert all or any portion of the Subject Amount to the extent that such conversion will violate any law, rule, regulation or requirement applicable to the Payor, including any rule or requirement of the NASDAQ Stock Market or any other exchange or market on which any of the Payor's Securities may be listed. If the Payees exercise their right not to convert, or are prevented from exercising their right to convert pursuant to the proviso in Section 4(a) above, all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon in connection with the closing of an Equity Financing occurring prior to the Maturity Date (the "Excluded Amount"), then, upon the request of the Payees at any time thereafter, the Excluded Amount shall be immediately paid by the Payor to each Payee in accordance with the percentage allocation set forth opposite such Payee's name on Schedule 1 hereto by wire transfer of immediately available funds to a bank account designated by each Payee.

Conversion of this Note. If the closing of an Equity Financing occurs prior to the Maturity Date, the Payees may elect, in their sole discretion, by delivering notice to the Payor within 5 Business Days of delivery by the Payor to the Payees of the final term sheet with respect to such Equity Financing, to convert all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon (the "Subject Amount"), into the number of shares of the Securities issued in such Equity Financing equal to (i) the portion of the Subject Amount specified by the Payees to be so converted, divided by (ii) the lowest price per equity Security paid in such Equity Financing; provided, however, that the Payees may not elect to convert all or any portion of the Subject Amount to the extent that such conversion will violate any law, rule, regulation or requirement applicable to the Payor, including any rule or requirement of the NASDAQ Stock Market or any other exchange or market on which any of the Payor's Securities may be listed. If the Payees exercise their right not to convert, or are prevented from exercising their right to convert pursuant to the proviso in Section 4(a) aboveconvert, all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon in connection with the closing of an Equity Financing occurring prior to the Maturity Date (the "Excluded Amount"), then, upon the request of the Payees at any time thereafter, the Excluded Amount shall be immediately paid by the Payor to each Payee in accordance with the percentage allocation set forth opposite such Payee's name on Schedule 1 hereto by wire transfer of immediately available funds to a bank account designated by each Payee.