Conversion of Notes. (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable. In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion.
Conversion of Notes. Section 15.01.
Conversion of Notes. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.
Conversion of Notes. This Note shall be convertible into shares of the Company's common stock, par value $0.001 per share (the “Common Stock”), on the terms and conditions set forth in this Section 3.
Conversion of Notes. Section 14.01. Conversion Privilege 55
Conversion of Notes. Article XIV of the Base Indenture shall have no application. The Notes shall not be convertible into shares of Common Stock of the Company.
Conversion of Notes. Section 14.01.
Conversion of Notes. Section 14.01. Conversion Privilege 55 Section 14.02. Conversion Procedure; Settlement Upon Conversion 58
Conversion of Notes. Section 14.01 . Conversion Privilege 56 Section 14.02 . Conversion Procedure; Settlement Upon Conversion 56 Section 14.03 . [Intentionally Omitted] 58 Section 14.04 . Adjustment of Conversion Rate 58 Section 14.05 . Adjustments of Prices 68 Section 14.06 . Shares to Be Fully Paid 68 Section 14.07 . Effect of Recapitalizations, Reclassifications and Changes to the Common Stock 68 Section 14.08 . Certain Covenants 70 Section 14.09 . Responsibility of Trustee 70 Section 14.10 . Stockholder Rights Plans 70 ARTICLE 15 COMPANY PURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01 . [Intentionally Omitted] 71 Section 15.02 . Purchase at Option of Holders Upon a Fundamental Change 71 Section 15.03 . Withdrawal of Fundamental Change Purchase Notice 73 Section 15.04 . Deposit of Fundamental Change Purchase Price 74 Section 15.05 . Covenant to Comply with Applicable Laws Upon Purchase of Notes 74 ARTICLE 16 NO OPTIONAL REDEMPTION Section 16.01 . No Optional Redemption 75 ARTICLE 17 MISCELLANEOUS PROVISIONS Section 17.01 . Provisions Binding on Company’s Successors 75 Section 17.02 . Official Acts by Successor Corporation 75 Section 17.03 . Addresses for Notices, Etc. 75 Section 17.04 . Governing Law; Jurisdiction 76 Section 17.05 . Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 76 Section 17.06 . Legal Holidays 77 Section 17.07 . No Security Interest Created 77 Section 17.08 . Benefits of Indenture 77
Conversion of Notes. Effective immediately, the entire unpaid principal and accrued interest outstanding under the Notes (the “Outstanding Balance”) shall be automatically converted into an aggregate of [ ] shares of Series A Preferred (the “Conversion Shares”). The parties hereto agree that upon such conversion of the Outstanding Balance, all amounts owed under the Notes shall be deemed paid in full, the Notes shall be terminated and cancelled in full, and no party shall have any further obligations or commitments with respect thereto except as expressly provided for under this Agreement. Promptly following the date hereof (i) the Noteholder agrees to return to the Company for cancellation the original Notes held by the Noteholder and (ii) the Company shall issue to the Noteholder the Conversion Shares. Other than the Noteholder’s right to receive the Conversion Shares, the Noteholder hereby waives any and all demands, claims, suits, actions, causes of action, proceedings, assessments and rights in respect of the Notes, including, without limitation, any rights arising from any default or event of default under the Notes.
