Common use of Beneficial Ownership Restrictions Clause in Contracts

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes and the Warrants), at no time may a Purchaser exercise a Security if the number of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock issued to such Purchaser pursuant to the Transaction Documents, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Parent with sixty-one (61) days notice (the “Waiver Notice”) that such Purchaser would like to waive this Section 3.12(a) with regard to any or all shares of Common Stock issuable upon exercise of any Security, this Section 3.12(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes and the Warrants), at no time may a Purchaser exercise a Security if the number of shares of Common Stock to be issued pursuant to such exercise, when aggregated with all other shares of Common Stock issued to such Purchaser pursuant to the Transaction Documents, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Notes, the Warrant and the WarrantsAIRs), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Parent Company with sixty-one (61) days notice (the “"Waiver Notice”") that such Purchaser would like to waive this Section 3.12(a3.13(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a3.13(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a3.13(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Notes, the Warrants and the WarrantsAIRs), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Company with a Waiver Notice that such Purchaser would like to waive this Section 3.13(b) with regard to any or all shares of Common Stock issuable upon conversion or exercise of a Security, this Section 3.13(b) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Note and the Warrants), at no time may a the Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by the Purchaser at such Purchaser pursuant to the Transaction Documentstime, would result in such the Purchaser beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act, and the rules thereunderthere under) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Parent Company with sixty-one (61) days notice (the “"Waiver Notice”") that such Purchaser would like to waive this Section 3.12(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) . Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Note and the Warrants), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by Purchaser at such Purchaser pursuant to the Transaction Documentstime, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act, and the rules thereunderthere under) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon Purchaser providing the Company with a Waiver Notice that Purchaser would like to waive this Section 3.12 (b) with regard to any or all shares of Common Stock issuable upon conversion or exercise of a Security, this Section 3.12. (b) Shall be no force or effect with regard to those Securities referenced in the Waiver Notice.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes and the Warrants), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to such Purchaser pursuant to the Transaction Documents, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Parent Company with sixty-one (61) days notice (the “"Waiver Notice”") that such Purchaser would like to waive this Section 3.12(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes and the Warrants), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to such Purchaser pursuant to the Transaction Documents, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Warrants and the WarrantsCertificate of Designations), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to beneficially owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such timeStock; provided, however, that upon a Purchaser providing the Parent Company with sixty-one (61) days notice (the “Waiver Notice”) that such Purchaser would like to waive this Section 3.12(a3.11(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a3.11(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a3.11(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Warrants and the WarrantsCertificate of Designations), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to beneficially owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Company with a Waiver Notice that such Purchaser would like to waive this Section 3.11(b) with regard to any or all shares of Common Stock issuable upon conversion or exercise of a Security, this Section 3.11(b) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice.

Beneficial Ownership Restrictions. (a) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Warrants and the WarrantsCertificate of Designation), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Parent Company with sixty-one (61) days notice (the “Waiver Notice”) that such Purchaser would like to waive this Section 3.12(a3.11(a) with regard to any or all shares of Common Stock issuable upon conversion or exercise of any Security, this Section 3.12(a3.11(a) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice; provided, further, that any Purchaser may waive this Section 3.12(a3.11(a) by so indicating on the signature page to this Agreement, any such waiver to be effective on and as of the date of this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document (including, without limitation, the Notes Warrants and the WarrantsCertificate of Designation), at no time may a Purchaser convert or exercise a Security if the number of shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock issued to owned by such Purchaser pursuant to the Transaction Documentsat such time, would result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a Purchaser providing the Company with a Waiver Notice that such Purchaser would like to waive this Section 3.11(b) with regard to any or all shares of Common Stock issuable upon conversion or exercise of a Security, this Section 3.11(b) shall be of no force or effect with regard to those Securities referenced in the Waiver Notice.