Conversion of Debenture Sample Clauses

Conversion of Debenture. This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 4.

Conversion of Debenture. (a) Upon the conversion of this Debenture 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 Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares 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, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Holder will give notice of its decision to exercise its right to convert this Debenture or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Debenture) to the Company via confirmed telecopier transmission, email, or overnight courier or otherwise pursuant to Section 4.2 of this Debenture. The Holder will not be required to surrender this Debenture until this Debenture has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Debenture to the Holder via express courier for receipt by such Holder on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Holder and the Holder has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Debenture representing the balance of this Debenture not so converted will be provided by the Company to the Holder if requested...

Conversion of Debenture. This Debenture shall be convertible into Ordinary Shares, on the terms and conditions set forth in this Section (3).

Conversion of Debenture. This Debenture shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section (3).

Conversion of Debenture. (a) This Debenture shall be convertible into the Company's Class A common stock, par value $0.001 per share ("Conversion Shares"), under, and only under, the circumstances set forth below in Sections 6(b) or 6(c), adjusted as provided in Section 7 hereof. The conversion price for the Debentures shall be equal to $7.50, adjusted as provided in Section 7 hereof ("Conversion Price"). (b) The entire principal amount of this Debenture shall be automatically converted into the right to receive Conversion Shares, at the Conversion Price, upon the consummation, prior to the Maturity Date, of a firm commitment underwritten initial public offering of the Company's common equity pursuant to a registration statement filed by the Company under the Act (other than such an offering on Form S-4 or Form S-8, or any successor forms, an "IPO"). (c) The entire principal amount of this Debenture may be converted, in whole but not in part, at the option of the holder hereof, into the right to receive Conversion Shares, at the Conversion Price then in effect, at any time prior to the Maturity Date. (d) To receive the Conversion Shares after the automatic conversion provided in Section 6(b), or to elect conversion pursuant to Section 6(c), Holder shall surrender this Debenture at the office of the Company, accompanied by a written instrument executed by the holder of this Debenture requesting such conversion and stating the name and address of the person or persons in whose name the certificate or certificates for Conversion Shares are to be issued. At its expense, the Company shall, within three (3) Business Days thereafter, issue and deliver to such Holder certificates for the number of Conversion Shares to which the Holder shall be entitled (bearing such legends as are required by the Exchange Agreement and applicable laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Debenture. Upon such surrender, the Holder shall be treated as a shareholder of the Company for all purposes, including but not limited to the right to vote or the right to receive dividends or distributions, regardless of the actual date such certificates are issued. (e) The Company shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of Conversion Shares pursuant hereto; provided, however, that the Company shall not be obligated to pay any trans...

Conversion of Debenture. (a) From time to time, until all unpaid principal and accrued and unpaid interest under this Debenture is paid, the holder of this Debenture shall have the right to convert (i) at any time from and after one hundred twenty (120) days after the original issuance hereof, up to one-third of the principal amount of this Debenture, (ii) at any time from and after one hundred eighty (180) days after the original issuance hereof, up to an aggregate of two-thirds of the principal amount of this Debenture, and (iii) at any time from and after two hundred forty (240) days after the original issuance hereof, all of the principal amount of this Debenture, in whole or in part, into an amount of duly authorized, fully-paid and non-assessable shares of Common Stock determined by dividing such principal amount to be so converted by the Conversion Price (as hereinafter defined), and upon the terms and subject to the conditions hereinafter specified in this Section 2. Any unpaid principal amount of this Debenture outstanding on the Due Date, together with any accrued and unpaid interest thereon, shall automatically convert to Common Stock at the Conversion Price (defined below). (b) In order to convert this Debenture into shares of Common Stock, the holder shall: (i) fax a copy of the fully executed notice of conversion in the form attached hereto ("Notice of Conversion") to the Company at the office of the Company or its designated transfer agent, if any, for the Debentures, which notice shall specify the amount of the Debenture to be converted, the applicable Conversion Price, and a calculation of the number of shares of Common Stock issuable upon such conversion (together with a copy of the first page of this Debenture) prior to 5:00 p.m., Mountain time (the "Conversion Notice Deadline") on the date of conversion specified on the Notice of Conversion; and (ii) surrender the original Debenture being converted, along with a copy of the Notice of Conversion as soon as practicable thereafter to the office of the Company or the transfer agent, if any, for the Debentures; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless either the Debenture is delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such original Debenture has been lost, stolen or destroyed. In the case of a dispute as to the calculati...

Conversion of Debenture. This Debenture is convertible, at the option of the Holder, into shares of the Company's Common Stock on the following basis:

Conversion of Debenture. This Debenture shall be convertible into ADSs, on the terms and conditions set forth in this Section (3).

Conversion of Debenture. The third paragraph of Section 1 of the CDA is deleted and the following inserted in substitution therefor: The Debenture is convertible in whole at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis, as further explained in Section 10.2 of the CDA. In addition, as further explained in paragraph 3(b) of the Debenture, the Debenture is convertible in part at any time prior to its payment at the option of the Purchaser into fully paid and nonassessable shares of Common Stock of the Company constituting a proportionate percentage of thirty percent (30%) of all classes of the Common Stock of the Company on a fully diluted basis in the ratio that the amount of the Debenture being converted bears to the total amount of the Debenture acquired by the Purchaser. Under no circumstances shall paragraph 3(b) of the Debenture be read to entitle the Purchaser to shares of Common Stock of the Company constituting less than 30% of all classes of the Common Stock of the Company on a fully diluted basis upon conversion in full of the Debenture. Notwithstanding the provisions of the third paragraph of the Debenture and Section 3 of the Debenture, and subject to the following paragraph, if the Company issues $500,000 or more of its 12% Convertible Promissory Notes (“Bridge Notes”) and warrants to investors in a private placement transaction on or before September 30, 2006, this Debenture is convertible at any time prior to payment at the option of the Holder into fully paid and nonassessable shares of Common Stock of the Company equal to thirty percent (30%) of the Company’s outstanding Common Stock on a fully-diluted basis, including the exercise of all convertible debt securities that are currently outstanding and/or that are issued in lieu of payment of principal and/or interest payments or penalties upon notes and obligations of the Company; excluding, however, Common Stock issued or issuable upon conversion of the Bridge Notes, or Common Stock issuable upon exercise of warrants issued to purchasers of the Bridge Notes. In addition, and subject to the following paragraph, if the Company issues $500,000 or more of its 12% Convertible Promissory Notes (“Bridge Notes”) and warrants to investors in a private placement transaction on or before September 30, 2006, this Debenture is converti...

Conversion of Debenture. The Holder of the Debenture may, at its option, at any time and from time to time, convert such Debenture, or any part thereof, into Conversion Stock upon the terms and conditions set forth in the Form of Debenture.