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Document Preview Senior Subordinated Convertible Debenture |
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Title: |
Senior Subordinated Convertible Debenture |
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Entities: |
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Date: |
2003 |
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Preview shows 7KB of 40KB total |
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Price: |
$37 |
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ID: |
#161224 |
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8% SENIOR SUBORDINATED CONVERTIBLE DEBENTURE
DUE _____________, 20___
Number: _______________________________________________________
Principal: US$__________________________________________________
Original Issue Date: ______________________________________________
Registered Holder: _______________________________________________
(name)
Legend International Holdings, Inc., a Delaware corporation (the
"Company") with principal offices at 2000 Hamilton Street, #520, Philadelphia,
Pennsylvania 19130-3883, for value received, hereby promises to pay the
registered holder hereof (the "Holder") the principal sum set forth above on
_________________, 20___ (the "Maturity Date"), in such coin or currency of the
United States of America as at the time of payment shall be the legal tender
for the payment of public and private debts, and to pay interest, less any
amounts required by law to be deducted or withheld, computed on the basis of a
365-day year, on the unpaid principal balance hereof from the date hereof (the
"Original Issue Date"), at the rate of 8% per year, until such principal sum
shall have become due and payable, or has been converted by the Holder pursuant
to Section 6, below. Interest payments will be made at the option of the Holder
in either cash or in such number of shares of the Company's common stock, $.001
par value ("Common Stock"), computed in accordance with Section 5.2 below and
shall be paid, on _________________, 20___ and quarterly thereafter until
Maturity, or if the principal of the Debenture is earlier converted, upon
conversion pursuant to Section 6, below. All references herein to dollar
amounts refer to U.S. dollars.
By acceptance and purchase of this Debenture, the registered holder
hereof agrees with the Company that the Debenture shall be subject to the
following terms and conditions:
1. Authorization of Debentures. The Company has authorized the issue and
sale of its 8% Senior Subordinated Convertible Debentures due
_________________, 20___ (the "Debenture," such term includes any debentures
which may be issued in exchange or in replacement thereof) in the aggregate
principal amount of not more than U.S. $1,000,000.
2. Transfer or Exchange. Prior to due presentation to the Company for
transfer of this Debenture, the Company and any agent of the Company may treat
the person in whose name this Debenture is duly registered on the Company's
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes.
3. Current Market Price. For purposes of this Debenture, "Current Market
Price" of the Common stock means:
(a) If traded on a securities exchange, the average closing bid
price of the Common Stock on such exchange for the fifteen (15)
trading days immediately prior to conversion;
(b) If traded over the counter, the average closing bid price
reported by Bloomberg from the NASD OTC Bulletin Board for the fifteen
(15) trading days immediately prior to conversion; or
(c) In all other events, the market price determined by the Board
of Directors of the Company in good faith.
4. Prepayment; Payment of Interest in Shares.
4.1 Optional Prepayment of Debenture. The Company may prepay the
Debenture.
4.2 Payment of Interest in Shares. Prior to the conversion of the
principal amount of the Debenture, the Company will issue to the Holder,
at the Holder's option, in lieu of cash interest, shares of Common Stock
calculated in accordance with the following formula (the "Conversion
Rate"):
Interest Shares = (.8 x *Principal) / Conversion Price, where
*Principal = the Principal Amount of the Debenture, and
*Conversion Price = US$0.10
5. Conversion of Debentures.
5.1 Conversion of the Debenture.
(a) Right to Convert. The record holder of this Debenture
shall be entitled, on or after _________________, 20___, at the
option of the Holder, to convert this Debenture, in whole but not
in part, into fully paid and non-assessable shares of the
Company's Common Stock at the rate of US$0.10 per share.
5.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder shall surrender such Debenture,
together with the Notice of Conversion annexed hereto as Exhibit 1
appropriately endorsed to the Company at its principal office,
accompanied by written notice to the Company (a) stating that the Holder
elects to convert the Debenture or a portion thereof, and if a portion,
the amount of such portion in multiples of US$1,000 in principal amount,
and (b) setting forth the name or names (with address) in which the
certificate or certificates for shares of Common Stock issuable upon
such conversion shall be issued. Provided the Debenture is received
properly endorsed promptly by the Company, the date of conversion of
such Debenture shall be deemed to be the date of receipt of Notice of
Conversion, even if the Company's stock transfer books are at that time
closed, and the converting Holder shall be deemed to have become, on the
date of conversion, the record holder of the shares of Common Stock
deliverable upon such conversion. If the Debenture is not received,
properly endorsed by the fifth business day following the date the
Company receives Notice of Conversion, the date of conversion shall be
deemed to be the date the Debenture is received, provided that such
later receipt will not lower the Conversion Price stated in the Notice
of Conversion.
As soon as reasonably possible after the date of conversion, the
Company shall issue and deliver to such converting Holder a certificate
or certificates for the number of shares of Common Stock due on such
conversion. No adjustments in respect of interest or cash dividends
shall be made upon the conversion of any Debenture or Debentures.
Upon conversion of the Debenture in part, the Company shall
execute and deliver to the Holder thereof, at the expense of the
Company, a new Debenture, in aggregate principal amount equal to the
unconverted portion of such Debenture. Such new Debenture shall have the
same terms and provisions other than the principal amount as the
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