Common use of Mechanics of Optional Conversion Clause in Contracts

Mechanics of Optional Conversion. An Optional Conversion of this Note shall be effectuated by surrendering this Note to the Maker (if such Conversion will convert all outstanding principal) together with the form of conversion notice attached hereto as Exhibit A (the “Notice of Optional Conversion”) executed by the Holder evidencing such Holder’s intention to convert this Note or a specified portion (as above provided) hereof, and accompanied, if required by the Maker, by proper assignment hereof in blank. Interest accrued or accruing from the date of issuance to the date of conversion shall be paid or converted into Common Stock as set forth above. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Optional Conversion is given (the “Conversion Date”) shall be deemed to be the date on which the Holder delivers the Notice of Optional Conversion duly executed to the Maker. Certificates representing Conversion Shares will be delivered to the Holder to the address specified by the Holder in the Notice of Optional Conversion.

Mechanics of Optional Conversion. An In connection with an Optional Conversion by the Holder, the Holder shall provide the Issuer the Notice of Conversion. Upon receipt from the Holder, this Note shall automatically, and without any further action on the part of the Holder, be effectuated by surrendering converted into shares of Common Stock at the Conversion Price. If the Optional Conversion exhausts the principal amount of the Note, then the Issuer shall not be obligated to record the issuance of the shares of Common Stock issuable upon such conversion in its books and records unless this Note is either delivered to the Maker (if Issuer or the Holder notifies the Issuer that this Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Issuer to indemnify the Issuer from any loss incurred by it in connection with such Conversion will convert all outstanding principal) together with loss, theft or destruction. Subject to the form preceding sentence, upon receipt by the Issuer of conversion notice attached hereto as Exhibit A (the “Notice of Optional Conversion”) executed by , the Issuer at its expense shall, as soon as practicable thereafter, issue and deliver to the Holder evidencing a certificate or certificates for the shares of Common Stock to which such Holder’s intention to convert this Note or a specified portion (as above provided) hereof, and accompanied, if required by the Maker, by proper assignment hereof in blank. Interest accrued or accruing from the date of issuance to the date of conversion Holder shall be paid or converted into Common Stock entitled as set forth aboveaforesaid. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Such Optional Conversion is given (the “Conversion Date”) shall be deemed to be have occurred upon the date on which the Holder delivers the Notice of Optional Conversion duly executed to the Maker. Certificates representing Conversion Shares will be delivered to the Holder to the address Date specified by the Holder in the Notice of Optional Conversion, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of such date.