Common use of Conversion Ratio Clause in Contracts

Conversion Ratio. The number of Shares to be delivered by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph 8.1 of this Schedule 2 will be calculated as the Conversion Amount divided by the Conversion Price. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share down to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares to the relevant Note holder upon each conversion of Note(s). The actual delivery of freely tradable Shares to the relevant Note holder shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion of Notes, if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one (1) Trading Day after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the Issuer. Any payment to a Note holder made by the Issuer in accordance with Paragraph 9.3 of this Schedule 4 shall be made by the Issuer to the relevant Note holder in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holder.

Conversion Ratio. The number of new Shares to be delivered issued by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph 8.1 of this Schedule 2 these characteristics of the Notes will be calculated as the Conversion Amount divided by the Conversion Price. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share down up to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. If the Conversion Price on the Conversion Date is equal to or lower than EUR 0.10 (ten cents), the ongoing cool down period (as specified in the Agreement) on such Conversion Date and the Maturity Date shall be extended by the number of days until the Conversion Price exceeds EUR 0.10 (ten cents), at which time the Shares upon conversion shall be issued automatically without further notice from the Note holder. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares to the relevant Note holder upon each conversion of Note(s). The actual delivery Issuer shall use its best efforts that the issuance of freely tradable the Shares and their admission to the relevant Note holder trading on Nasdaq Helsinki Ltd shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion of Notes, if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one three (13) Trading Day Days after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the Issuer. Any payment to a Note holder made by the Issuer in accordance with Paragraph 9.3 8.3 of this Schedule 4 these characteristics of the Notes shall be made by the Issuer to the relevant Note holder in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holder.

Conversion Ratio. The If the Issuer has not elected for the Conversion Cash Payment, the number of new Shares to be delivered issued by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph 8.1 of this Schedule 2 4 will be calculated as the Conversion Amount divided by the Conversion Price. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share down up to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares or the Conversion Cash Payment to the relevant Note holder upon each conversion of Note(s). The actual delivery issuance of freely tradable the Shares and their admission to trading on Euronext Paris (or the remittance of existing Shares, as the case may be) shall occur no later than two (2) Trading Days after the Conversion Date (with a best efforts undertaking from the Issuer to have this completed within one (1) Trading Day from the Conversion Date provided that the Conversion Notice is received before 3pm Paris time on the Conversion Date). The reception of the Conversion Cash Payment by the relevant Note holder shall occur no later than three two (32) Trading Days trading days after the Conversion Date. Upon conversion of Notes, if the Issuer has not elected for the Conversion Cash Payment and if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one (1) Trading Day after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If Subject to the right of the Issuer to use an existing additional delegation to the Board of Directors granted by another shareholders' general meeting of the Issuer than the EGM in order to continue the financing program (in which case the Parties shall agree in good faith to amend the Agreement and the Notes to the extent necessary), if the Issuer does not have sufficient shareholders’ ' authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s 's discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the Issuer. Any payment to a Note holder made by the Issuer in accordance with Paragraph 9.3 8.3 of this Schedule 4 shall be made by the Issuer to the relevant Note holder in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holder.

Conversion Ratio. The If the Issuer has not elected for the Conversion Cash Payment, the number of new Shares to be delivered issued by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph 8.1 of this Schedule 2 4 will be calculated as the Conversion Amount divided by the Conversion Price. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share down to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. If the Conversion Price on the Conversion Date is lower than the nominal value of the Shares (which is as of today EUR 0.20) and if the early redemption of the Notes was not requested by the relevant Note holder, the Note holder may accept to receive a number of Shares equal to the Conversion Amount divided by the nominal value of the Shares, provided that the relevant Note holder also receives at the same time a contractual penalty payment in cash of an amount equal to the closing price of the Share on the day prior to the Conversion Date multiplied by the difference between (i) the Conversion Amount divided by the Conversion Price and (ii) the Conversion Amount divided by the nominal value of the Shares. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares or the Conversion Cash Payment to the relevant Note holder upon each conversion of Note(s). The actual delivery issuance of freely tradable the Shares and their admission to the relevant Note holder trading on Alternext shall occur no later than three (3) Trading Days after the Conversion Date. The reception of the Conversion Cash Payment by the relevant Note holder shall occur no later than one (1) Trading Day after the Conversion Date. Upon conversion of Notes, if the Issuer has not elected for the Conversion Cash Payment and if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one three (13) Trading Day Days after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the Issuer. Any payment to a Note holder made by the Issuer in accordance with Paragraph 9.3 8.3 of this Schedule 4 shall be made by the Issuer to the relevant Note holder in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holder.

Conversion Ratio. Upon conversion of Convertible Notes, if the relevant Convertible Holder does not receive the relevant number of New Shares as provided for in the paragraphs above, at the Convertible Holder’s discretion, the Issuer shall pay to the relevant Convertible Holder an amount equal to (i) the difference (if positive) between the closing middle market price two (2) Trading Days (or if the Shares have been suspended from trading, two (2) Business Days) after the Conversion Date and the closing middle market price on the Trading Day immediately prior to the date on which the relevant Shares are credited to the account of the custodian of the relevant Convertible Holder, for each new Share which was issued upon the relevant conversion of Convertible Notes together with the amount of any dividend to which they would have been entitled should that entitlement be lost due to a delay in issue plus (ii) a flat fee of one thousand Swiss Francs (CHF 1000) for each day of delay with respect to the conversion of the Convertible Notes in full. The number of New Shares to be delivered issued by the Issuer to the relevant Note holder Convertible Holder upon conversion of one or several Convertible Notes in accordance with Paragraph 8.1 Clause 4 of this Schedule 2 these Terms will be calculated as the Conversion Amount divided by the Conversion PricePrice (the “Conversion Ratio”). If the issuance issue of new New Shares upon conversion of any Convertible Notes issued would result in the issuance issue of a fraction of a Share, the Issuer shall round such fraction of a Share down to the nearest whole Share. The new New Shares issued shall be issued credited as fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amountpaid. Such The conversion shall not require the payment of any fee or charge by the relevant Note holder. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares to the relevant Note holder upon each conversion of Note(s). The actual delivery of freely tradable Shares to the relevant Note holder shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion of Notes, if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one (1) Trading Day after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the IssuerConvertible Holder. Any payment to a Note holder Convertible Holder made by the Issuer in accordance with Paragraph 9.3 of this Schedule 4 these Terms shall be made by the Issuer to the relevant Note holder in cash, Convertible Holder by wire transfer to a bank account notified by the relevant Note holder Convertible Holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holderSwiss Francs.

Conversion Ratio. The Sentry and Acquiree hereby adopt the Plan of Reorganization by this Agreement and hereby agree that Acquiree shall merge into Sentry on the terms and conditions set forth herein. Upon surrender of certificates representing Acquiree Common Stock, Sentry will issue and deliver as herein provided certificates representing a number of Shares to be delivered whole shares of its Common Stock determined by the Issuer to following exchange rate: 1 share of Sentry Common Stock shall be issued in exchange for each 1.97 shares of Acquiree Common Stock issued and outstanding on the relevant Note holder upon conversion Effective Date. No fractional shares of one or several Notes in accordance with Paragraph 8.1 of this Schedule 2 Sentry's Common Stock will be calculated as issued to Acquiree. Accordingly, any fractional shares of Sentry's Stock will, upon surrender of the Conversion Amount divided by certificates representing the Conversion Price. If the issuance fractional shares of new Shares would result in the issuance of Acquiree's Stock, will receive a fraction of a Share, the Issuer shall round such fraction of a Share down to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares to the relevant Note holder upon each conversion of Note(s). The actual delivery of freely tradable Shares to the relevant Note holder shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion of Notes, full share if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, the Issuer shall cumulatively pay to the relevant Note holder fractional share equals or exceeds fifty percent (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one (1) Trading Day after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes50%), and if the early redemption fractional share is less than fifty percent (50%) the fractional share shall be canceled. All persons holding shares of Acquiree Common Stock shall surrender the certificates representing the shares of Acquiree Common Stock, either by certified mail, return receipt requested, or in person to: Jeff Wasson, TravelNow.com Inc., 3▇▇ ▇▇▇▇ ▇▇▇▇ra▇ ▇▇▇▇, ▇▇▇▇e 306, S▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ shall advise such holders in writing. Upon receipt of the Notes was not requested by surrendered share certificate of Acquiree Common Stock, a replacement certificate reflecting shares of Sentry Common Stock subject to the relevant Note holder, at the Note holder’s discretion, the relevant Notes exchange rate set forth in this paragraph 2.1 shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal issued and caused to the number of new Shares which should have been issued to it upon conversion of the Notes multiplied by the closing price of the Share on the day prior to the Conversion Date. Such acquired Notes shall then be cancelled by the Issuer. Any payment to a Note holder made by the Issuer delivered in accordance with Paragraph 9.3 this Agreement. Notwithstanding proposed exchanges of certificates, each certificate representing shares of Acquiree Common Stock not physically surrendered pursuant to this Schedule 4 section shall be made by the Issuer deemed to represent shares of Sentry Common Stock and subject to the relevant Note holder exchange rate set forth in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holderthis paragraph 2.1.

Conversion Ratio. The Upon a Conversion the number of new Shares to be delivered issued by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph Paragraphs 8.1 and 8.2 of this Schedule 2 will be calculated as the Conversion Amount divided by 93% of the Market Price on the applicable Conversion Date (the “Conversion Price”). The Conversion Price will be determined to two decimals places and rounded down to the nearest 100th. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share down to the nearest whole Share. The new aggregate nominal value of the Shares to be issued upon a Conversion shall be fully paid up by way of set-off against the aggregate Conversion Amount that will come in deduction from Amount, with the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holderdifference being treated as unstipulated share premium. The Issuer shall promptly deliver freely tradable (on Euronext Milan) Shares to the relevant Note holder upon each conversion Conversion of Note(s). The actual delivery , it being specified that, in any case, the reception of freely tradable Shares to the Shares, by the relevant Note holder shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion Conversion of Notes, if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, and if no early redemption of the Notes was requested by the relevant Note holder, at the Note holder’s discretion, the Issuer shall cumulatively pay to the relevant Note holder (i) one thousand Euros (EUR 1,000) per Trading Day of delay in the delivery of the Shares, and (ii) an amount equal to the difference (if positive) between the closing price of the Share one (1) Trading Day after on Euronext in Amsterdam on the Conversion Date and the closing price of the Share on Euronext in Amsterdam on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion Conversion of Notes. If the Issuer does is unable to issue the number of Shares required upon a Conversion due to the Issuer not have having sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notesor sufficient authorized capital under its By-laws, and if the no early redemption of the Notes was not requested by the relevant Note holder, at the Issuer shall have the obligation to satisfy the number of Shares which it is unable to issue upon Conversion in cash, by paying to the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the within three (3) Trading Day Days following the Conversion Date, for a price an amount equal to the number of new Shares which should have been issued it is not able to it upon conversion of the Notes issue multiplied by the closing Share price of the Share on the day prior to Euronext in Amsterdam on the Conversion Date. Such acquired Notes shall then be cancelled Provided that no early redemption was requested by the Issuerrelevant Note holder, if the Conversion cannot be satisfied in full by issuing Shares up to the Share Issue Cap, the Issuer shall have the right, subject to having sufficient Shares approved for issuance, to satisfy the shortfall in Shares by giving Notice to such effect within two (2) Trading Days following the Conversion Date and the obligation to pay a cash amount equal to any remaining shortfall in Shares multiplied by the closing Share price on Euronext in Amsterdam on the Conversion Date within three (3) Trading Days following the Conversion Date. Any payment to a Note holder made by the Issuer in accordance with Paragraph 9.3 8.3 of this Schedule 4 2 shall be made by the Issuer to the relevant Note holder in cash, by wire transfer to a bank account notified by the relevant Note holder to the Issuer, in immediately available, freely transferable funds in Euros. Any conversion of Notes shall not require the payment of any additional fee or charge by the relevant Note holder.