Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. (i) Upon a mandatory conversion in accordance with Section 6.1(b) or as promptly as practicable after a Holder has validly elected to convert Preference Shares in accordance with Section 6.1(d), the Company will deliver to the Holder the number of Conversion Shares issuable upon such conversion issued in such name or names as such Holder may direct. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares to the Conversion Agent, in each case in accordance with Section 6.1(d). At the time of such conversion, all rights of a converting Holder as a Holder shall cease with respect to the surrendered shares and the Person in whose name the Conversion Shares are to be issued shall be treated for all purposes as the record holder thereof. All converted Preference Shares shall be, or shall be deemed to be, canceled by the Company as of the date the election to convert is made, as the case may be, and shall thereafter no longer be of any force or effect. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be issuable upon the conversion of all outstanding Preference Shares; (B) if any Conversion Shares required to be reserved for purposes of conversion of the shares hereunder require registration with or approval of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessable.

Issuance of Conversion Shares. (i) Upon a mandatory conversion in accordance with Section 6.1(b) or as As promptly as practicable on or after a Holder has validly elected to convert Preference Shares in accordance with Section 6.1(d)the Conversion Date, the Company will shall issue and deliver to the Holder the or its nominee that number of Conversion Shares shares of Common Stock issuable upon conversion of the portion of this Convertible Debenture being converted. If the Company’s transfer agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates for the Common Stock to be issued upon conversion of the Convertible Debenture or Convertible Debentures are not required to bear a legend and the Holder is not then required to return such certificate for the placement of a legend thereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder’s nominee, the Company shall cause its transfer agent to electronically transmit the Common Stock issuable upon conversion issued in to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (such name or names as such transfer, a “DTC Transfer”). If the aforementioned conditions for a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Common Stock issuable upon conversion. Further, even if the aforementioned conditions to a DTC Transfer are satisfied, the Holder may direct. Such instruct the Company in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. (1) The Holder is not entitled to any rights of a holder of Common Stock until this Convertible Debenture has been converted into Common Stock. (2) This Convertible Debenture shall be deemed to have been made converted immediately prior to the close of business on the date of day that the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares Holders delivers notice to the Conversion Agent, in each case Company in accordance with Section 6.1(dthe foregoing provisions (such day, the “Conversion Date”). At , and at such time the time of such conversion, all rights of a converting the Holder of this Convertible Debenture as a the Holder hereof shall cease with respect to the surrendered shares cease, and the Person in whose name or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Shares are to be issued Date; provided, however, that no surrender of this Convertible Debenture on any date that is not a Business Day shall be treated for all purposes effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder thereof. All converted Preference Shares shall beor holders of such shares of Common Stock on such date, or but such surrender shall be deemed effective to be, canceled by constitute the Company as person or persons entitled to receive such shares of the date the election to convert is made, Common Stock as the case may be, and shall thereafter no longer be record holder or holders thereof for all purposes at the close of any force or effectbusiness on the next succeeding Business Day. (ii3) The Company covenants that: (A) it will If the Holder converts more than one Convertible Debenture at all times reserve and keep availablethe same time, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of all Convertible Debentures converted. (4) If the Holder elects to convert less than the entire aggregate principal amount outstanding Preference Shares; (B) if any Conversion Shares required of this Convertible Debenture, the Company shall issue to be reserved the Holder a new Convertible Debenture, duly executed by the Company, in form and substance identical to this Convertible Debenture surrendered by the Holder, for purposes of conversion the balance of the shares hereunder require registration with or approval aggregate principal amount of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are this Convertible Debenture that has not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessableso converted.

Issuance of Conversion Shares. (i) Upon Lender’s delivery to Borrower of the Conversion Notice, Borrower shall promptly issue and cause to be delivered to Lender a mandatory conversion in accordance with Section 6.1(b) or as promptly as practicable after a Holder has validly elected to convert Preference Shares in accordance with Section 6.1(d), certificate for the Company will deliver to the Holder the number of Conversion Shares issuable upon in respect of such conversion issued in such name or names as such Holder may directConversion Notice not later than the fifth (5th) Trading Day immediately following the Conversion Date (the “Share Delivery Date”). Such conversion The Loans shall be deemed to have been made immediately prior to converted as of the close of business on the Conversion Date, and upon delivery of the Conversion Notice, Lender (or its designee as set forth in the Conversion Notice) shall be deemed for all corporate purposes to have become the holder of record of the Conversion Shares as of the Conversion Date. On or before the Share Delivery Date, Borrower shall issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares to which Lender is entitled pursuant to such conversion; provided, that, (i) if as of the Conversion Date, there is an effective registration statement under the Securities Act covering the resale of the Conversion Shares subject to such conversion or (ii) if the Conversion Date on or after the six-month anniversary of the date of the surrender issuance of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares Loans subject to the Conversion AgentNotice, in each case in accordance with Section 6.1(d). At and at the time of such conversion, all rights of a converting Holder as a Holder shall cease with respect Borrower satisfies the current public information requirements contained in Rule 144(c) promulgated under the Securities Act, then, on or prior to the surrendered shares and Share Delivery Date, Borrower shall (X) provided that Borrower’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the Person in whose name “FAST Program”), upon the Conversion Shares are to be issued shall be treated for all purposes as the record holder thereof. All converted Preference Shares shall berequest of Lender, or shall be deemed to be, canceled by the Company as of the date the election to convert is made, as the case may be, and shall thereafter no longer be of any force or effect. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, credit such aggregate number of Conversion Shares as would be issuable upon the to which Lender is entitled pursuant to such conversion of all outstanding Preference Shares; to Lender’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (BY) if any the transfer agent is not participating in the FAST Program, issue and dispatch by overnight courier to the address as specified in the Conversion Notice, a certificate, registered in Borrower’s share register in the name of Lender or its designee, for the number of Conversion Shares required to be reserved for purposes of conversion of which Lender is entitled pursuant to such conversion, without the shares hereunder require registration with or approval imposition of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts restrictive legend. Borrower agrees to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are not listed on any exchange but are traded transfer agent that is a participant in the over-the-counter market, to qualify such shares for trading and quotation privileges such FAST Program so long as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessableany Obligations remain outstanding.

Issuance of Conversion Shares. (i) Upon a mandatory conversion The parties hereto acknowledge that pursuant to the terms of the Revolving Note, Lender has the right, upon the occurrence of an Event of Default hereunder or any other Loan Documents, to convert amounts due under the Revolving Note into Common Stock in accordance with Section 6.1(bthe terms of the Revolving Note. In the event, for any reason, the Issuing Borrower fails to issue, or cause the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Revolving Note (the “Conversion Shares”) or to Lender in connection with the exercise by Lender of any of its conversion rights under the Revolving Note, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Issuing Borrower, a “Conversion Notice” (as promptly as practicable after a Holder has validly elected to convert Preference defined in the Revolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with Section 6.1(d)the terms of the Revolving Note, and the Company will deliver The registrant agrees to furnish supplementally a copy of any omitted schedule to the Holder Commission upon request. Transfer Agent, provided they are the acting transfer agent for the Issuing Borrower at the time, shall, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue the Conversion Shares applicable to the Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the Issuing Borrower, registered in the name of Lender or its designee, for the number of Conversion Shares issuable upon such conversion issued in such name or names as such Holder may direct. Such conversion to which Lender shall be deemed to have been made immediately prior to then entitled under the close of business on the date of the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares to Revolving Note, as set forth in the Conversion Agent, in each case in accordance with Section 6.1(d). At the time of such conversion, all rights of a converting Holder as a Holder shall cease with respect to the surrendered shares and the Person in whose name the Conversion Shares are to be issued shall be treated for all purposes as the record holder thereof. All converted Preference Shares shall be, or shall be deemed to be, canceled by the Company as of the date the election to convert is made, as the case may be, and shall thereafter no longer be of any force or effectNotice. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be issuable upon the conversion of all outstanding Preference Shares; (B) if any Conversion Shares required to be reserved for purposes of conversion of the shares hereunder require registration with or approval of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessable.

Issuance of Conversion Shares. (i) Upon a mandatory conversion The parties hereto acknowledge that pursuant to the terms of the Revolving Note, Lender has the right, under certain circumstances as more specifically set forth in the Revolving Note, to convert amounts due under the Revolving Note into Common Stock in accordance with Section 6.1(bthe terms of the Revolving Note. In the event, for any reason, the Issuing Borrower fails to issue, or cause the Transfer Agent to issue, any portion of the Common Stock issuable upon conversion of the Revolving Note (the “Conversion Shares”) or to Lender in connection with the exercise by Lender of any of its conversion rights under the Revolving Note, then the parties hereto acknowledge that Lender shall irrevocably be entitled to deliver to the Transfer Agent, on behalf of itself and the Issuing Borrower, a “Conversion Notice” (as promptly as practicable after a Holder has validly elected to convert Preference defined in the Revolving Note) requesting the issuance of the Conversion Shares then issuable in accordance with Section 6.1(d)the terms of the Revolving Note, and the Company will deliver Transfer Agent, provided they are the acting transfer agent for the Issuing Borrower at the time, shall, and the Issuing Borrower hereby irrevocably authorizes and directs the Transfer Agent to, without any further confirmation or instructions from the Issuing Borrower, issue the Conversion Shares applicable to the Holder Conversion Notice then being exercised, and surrender to a nationally recognized overnight courier for delivery to Lender at the address specified in the Conversion Notice, a certificate of the Common Stock of the Issuing Borrower, registered in the name of Lender or its designee, for the number of Conversion Shares issuable upon such conversion issued in such name or names as such Holder may direct. Such conversion to which Lender shall be deemed to have been made immediately prior to then entitled under the close of business on the date of the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares to Revolving Note, as set forth in the Conversion Agent, in each case in accordance with Section 6.1(d). At the time of such conversion, all rights of a converting Holder as a Holder shall cease with respect to the surrendered shares and the Person in whose name the Conversion Shares are to be issued shall be treated for all purposes as the record holder thereof. All converted Preference Shares shall be, or shall be deemed to be, canceled by the Company as of the date the election to convert is made, as the case may be, and shall thereafter no longer be of any force or effectNotice. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be issuable upon the conversion of all outstanding Preference Shares; (B) if any Conversion Shares required to be reserved for purposes of conversion of the shares hereunder require registration with or approval of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessable.

Issuance of Conversion Shares. (i) Upon a mandatory conversion in accordance with Section 6.1(b) or as As promptly as practicable on or after a Holder has validly elected to convert Preference Shares the Conversion Date, and in accordance with Section 6.1(d)no event more than seven (7) business days after receipt of the Conversion Notice, the Company will shall cause to be issued and delivered to the Holder or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Note being converted. The Company shall deliver to the Holder physical certificates representing the number of Conversion Shares Common Stock issuable upon such conversion issued in such name or names as such conversion. The Holder may direct. Such conversion is not entitled to any rights of a holder of Common Stock until this Convertible Note has been converted into Common Stock. (1) This Convertible Note shall be deemed to have been made converted immediately prior to the close of business on the date of day that the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares Holders delivers notice to the Conversion Agent, in each case Company in accordance with Section 6.1(dthe foregoing provisions (such day, the “Conversion Date”). At , and at such time the time of such conversion, all rights of a converting the Holder of this Convertible Note as a the Holder hereof shall cease with respect to the surrendered shares cease, and the Person in whose name or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Shares are to be issued Date; provided, however, that no surrender of this Convertible Note on any date that is not a Business Day shall be treated for all purposes effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder thereof. All converted Preference Shares shall beor holders of such shares of Common Stock on such date, or but such surrender shall be deemed effective to be, canceled by constitute the Company as person or persons entitled to receive such shares of the date the election to convert is made, Common Stock as the case may berecord holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. If the Holder converts more than one Convertible Note at the same time, and shall thereafter no longer be of any force or effect. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of all Convertible Notes converted. (2) If the Holder elects to convert less than the entire aggregate principal amount outstanding Preference Shares; (B) if any Conversion Shares required of this Convertible Note, the Company shall issue to be reserved the Holder a new Convertible Note, duly executed by the Company, in form and substance identical to this Convertible Note surrendered by the Holder, for purposes of conversion the balance of the shares hereunder require registration with or approval aggregate principal amount of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are this Convertible Note that has not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessableso converted.

Issuance of Conversion Shares. (i) Upon a mandatory conversion in accordance with Section 6.1(b) or as As promptly as practicable on or after a Holder has validly elected to convert Preference Shares in accordance with Section 6.1(d)the Conversion Date, the Company will shall cause to be issued and delivered to the Holder or its nominee that number of shares of Common Stock issuable upon conversion of the portion of this Convertible Note being converted. The Company shall deliver to the Holder physical certificates representing the number of Conversion Shares Common Stock issuable upon such conversion issued in such name or names as such conversion. The Holder may direct. Such conversion is not entitled to any rights of a holder of Common Stock until this Convertible Note has been converted into Common Stock. (1) This Convertible Note shall be deemed to have been made converted immediately prior to the close of business on the date of day that the surrender of the certificate or certificates representing the shares to be so converted or book-entry transfer of such shares Holders delivers notice to the Conversion Agent, in each case Company in accordance with Section 6.1(dthe foregoing provisions (such day, the “Conversion Date”). At , and at such time the time of such conversion, all rights of a converting the Holder of this Convertible Note as a the Holder hereof shall cease with respect to the surrendered shares cease, and the Person in whose name or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be deemed to be a stockholder of record on the Conversion Shares are to be issued Date; provided, however, that no surrender of this Convertible Note on any date that is not a Business Day shall be treated for all purposes effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder thereof. All converted Preference Shares shall beor holders of such shares of Common Stock on such date, or but such surrender shall be deemed effective to be, canceled by constitute the Company as person or persons entitled to receive such shares of the date the election to convert is made, Common Stock as the case may berecord holder or holders thereof for all purposes at the close of business on the next succeeding Business Day. If the Holder converts more than one Convertible Note at the same time, and shall thereafter no longer be of any force or effect. (ii) The Company covenants that: (A) it will at all times reserve and keep available, solely for the purpose of issue upon conversion of Preference Shares, such number of Conversion Shares as would be shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of all Convertible Notes converted. (2) If the Holder elects to convert less than the entire aggregate principal amount outstanding Preference Shares; (B) if any Conversion Shares required of this Convertible Note, the Company shall issue to be reserved the Holder a new Convertible Note, duly executed by the Company, in form and substance identical to this Convertible Note surrendered by the Holder, for purposes of conversion the balance of the shares hereunder require registration with or approval aggregate principal amount of any governmental authority before such shares may be issued upon conversion, it will cause such shares to be duly registered or approved, as the case may be; (C) it will use its reasonable best efforts to maintain the listing of the Conversion Shares required to be delivered upon conversion of shares on a national securities exchange, if any, upon which the outstanding Conversion Shares are listed at the time of such delivery, or, if such outstanding Conversion Shares are this Convertible Note that has not listed on any exchange but are traded in the over-the-counter market, to qualify such shares for trading and quotation privileges such as are then available for the outstanding Conversion Shares; and (D) all Conversion Shares which shall be issued upon conversion of the shares will upon issue have been duly authorized and validly issued and be fully paid and non-assessableso converted.