Not so simple to me. Please help, if you can.
You seem to be saying that the paragraph in question covers two different types of transactions......a conversion of the preferred versus a transfer of preferred to another party. As far as I can tell the paragraph only deals with conversions (the term transfer being used in the context of transferring shares of preferred to the company in order to convert them).
"The Holder of any shares of Series B Preferred Stock may exercise the conversion rights as to all, but not less than all, of such shares by delivering to the Company during regular business hours, at the office of any transfer agent of the Company for the Series B Preferred Stock, or at the principal office of the Company or at such other place as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed for transfer to the Company or accompanied by a written instrument or instruments of transfer (if required by it), accompanied by written notice (the “Conversion Notice”) stating that the Holder elects to convert all or a number of such shares represented by the certificate or certificates. The Conversion Notice shall be substantially in the form attached hereto as Exhibit B. Such notice shall also state such Holder’s name or the names of the nominees in which such Holder wishes the certificate or certificates for shares of Common Stock to be issued. Conversion shall be deemed to have been effected on the date on which such delivery is made, and such date is referred to herein as the “Conversion Date.” As promptly as practicable thereafter, the Company shall issue and deliver to such Holder, at such office or other place designated by the Company, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Section 6(f). The Holder shall be deemed to have become a stockholder of record on the applicable Conversion Date. Upon conversion of only a portion of the number of shares of Series B Preferred Stock represented by a certificate surrendered for conversion, the Company shall issue and deliver to the Holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate representing the number of shares of Series B Preferred Stock not so converted."
I know that you are correct about this:
"If the Whale transfers any portion of his preferred shares (which he is able to do upon notifying JBI, according to the agreement) to another party, that portion, when transferred, is automatically converted to common at the same 1 for 7 rate."
But it comes from a different section of the document in question.......and it is simple :o)
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