Additional Restrictions on Exercise or Transfer. Notwithstanding anything contained herein to the contrary, this Warrant shall not be exercisable by a holder hereof to the extent (but only to the extent) that, if exercisable by such holder, such holder would beneficially own in excess of 4.9% of the outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether and to what extent this Warrant shall be exercisable vis-a-vis other securities owned by such holder shall be in the sole discretion of the holder and submission of this Warrant for full or partial exercise shall be deemed to be the holder's determination of whether and the extent to which this Warrant is exercisable, in each case subject to such aggregate percentage limitation. No prior inability to exercise the Warrant pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of exerciseability. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. The restrictions contained in this Section 7(g) may not be amended without the consent of the holder of this Warrant and the holders of a majority of the Company's then outstanding Common Stock. The first holder of this Warrant, by taking and holding the same, represents to the Company that such holder is acquiring this Warrant for investment only and not with a view to the distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act.
Additional Restrictions on Exercise or Transfer. In no event shall the holder hereof have the right to exercise any portion of this Warrant for shares of Common Stock or to dispose of any portion of this Warrant to the extent that such right to effect such exercise or disposition would result in the holder or any of its affiliates beneficially owning more than 4.99% of the outstanding shares of Common Stock. For purposes of this Section 7(g), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. The restriction contained in this Section 7(g) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the holder hereof shall approve, in writing, such alteration, amendment, deletion or change.
Additional Restrictions on Exercise or Transfer. Notwithstanding anything contained herein to the contrary, in no event shall the holder hereof exercise Warrants to the extent that (a) the number of shares of Common Stock beneficially owned by such holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or the unexercised or unconverted portion of any other securities (including, without limitation, the Preferred Stock) of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (b) the number of shares of Common Stock issuable upon exercise of the Warrants (or portion thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by such holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (a) hereof. The restrictions contained in this Section 7(g) may not be amended without the consent of the holder of this Warrant and the holders of a majority of the Company's then outstanding Common Stock.
Additional Restrictions on Exercise or Transfer. Unless the holder of this Warrant delivers a waiver in accordance with the last sentence of this Section 7(g), this Warrant shall not be exercisable by a holder hereof to the extent (but only to the extent) that the sum of (a) the number of Common Stock beneficially owned by such holder and its affiliates, and (b) the number of Common Stock issuable upon exercise of the Warrant (or portion thereof) with respect to which the determination described herein is being made would result in beneficial ownership by such holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of this Section 7(g), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. Notwithstanding the foregoing, a holder may, by providing written notice to the Company, (x) adjust the restriction set forth in this Section 7(g) so that the limitations on beneficial ownership of 4.99% of the outstanding shares of Common Stock referred to above shall not be applicable to such holder, which adjustment shall not take effect until the 61st day after the date of such notice and (y) irrevocably waive the right to deliver a waiver in accordance with this sentence; provided, however, that if such adjustment would result in beneficial ownership greater than 9.99% of the outstanding shares of Common Stock, by such holder and its affiliates than such adjustment shall not take effect until the 75th day after the date of such notice.
Additional Restrictions on Exercise or Transfer. Notwithstanding anything contained herein to the contrary, in no event shall the holder hereof exercise Warrants to the extent that (a) the number of shares of Common Stock beneficially owned by such holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (b) the number of shares of Common Stock issuable upon exercise of the Warrants (or portion thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by such holder and its affiliates of more than
Additional Restrictions on Exercise or Transfer. In no event shall the holder hereof have the right to exercise any portion of this Warrant for shares of Common Stock or to dispose of any portion of this Warrant to the extent that such right to effect such exercise or disposition would result in the holder or any of its affiliates together beneficially owning more than (i) 19.99% of the outstanding shares of Common Stock, in the case of Biotech Target N.V. and its affiliates for so long as they continue to hold Warrants, or (b) 4.99% of the outstanding shares of Common Stock, in the case of all other holders of Warrants. For purposes of this Section 7(g), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. The restriction contained in this Section 7(g) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock and the holder hereof shall approve, in writing, such alteration, amendment, deletion or change.
Additional Restrictions on Exercise or Transfer. In no event shall the Holder have the right to exercise any portion of this Warrant for Warrant Shares or to dispose of any portion of this Warrant to the extent that such right to effect such exercise or disposition would result in the Holder or any of its affiliates beneficially owning more than 4.99% of the outstanding Common Shares. For purposes of this Section 15, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder. The restriction contained in this Section 15 may not be altered, amended, deleted or changed in any manner whatsoever unless the Holders of a majority of the outstanding Common Shares and the Holder shall approve, in writing, such alteration, amendment, deletion or change. Notwithstanding the foregoing, the Holder hereof may, by providing written notice to the Company, adjust the restriction set forth in this Section 15 so that the limitation on beneficial ownership of 4.99% of the outstanding Common Shares referred to above shall be increased to 9.99%, which adjustment shall not take effect until the 61st day after the date of such notice.
Additional Restrictions on Exercise or Transfer. Notwithstanding anything contained herein to the contrary, in no event shall the holder hereof exercise Warrants to the extent that (a) the number of shares of Class A Common Stock beneficially owned by such holder and its affiliates (other than shares of Class A Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (b) the number of shares of Class A Common Stock issuable upon exercise of the Warrants (or portion thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by such holder and its affiliates of more than 4.9% of the outstanding shares of Class A Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (a) hereof.
Additional Restrictions on Exercise or Transfer. In no event shall the holder of this Warrant have the right to exercise any portion of this Warrant for shares of Common Stock or to dispose of any portion of this Warrant to the extent that such right to effect such exercise or disposition would result in the holder or any of its affiliates beneficially owning more than 4.99% of the outstanding shares of Common Stock. To the extent the holder of this Warrant owns other securities with a limitation on conversion, exercise or disposition analogous to the limitation set forth in this Section 7(g), the limitations on conversion, exercise and disposition of this Warrant and such securities shall be applied collectively to all such securities so that the holder of this Warrant may select the order in which it wishes to convert, exercise or dispose of such securities and the holder of this Warrant will only have the right to effect conversions, exercises and dispositions of all such securities to the extent that such conversions, exercises and dispositions do not result in the holder or any of its affiliates beneficially owning more than 4.99% of the outstanding shares of Common Stock. For purposes of this Section 7(g), beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G
Additional Restrictions on Exercise or Transfer. Notwithstanding anything contained herein to the contrary, unless the holder hereof delivers a waiver in accordance with the last sentence of this Section 7(g), in no event shall the holder hereof exercise Warrants to the extent that (a)
