Blocker Sample Clauses

Blocker. Notwithstanding anything to the contrary contained herein, PublicCo shall not deliver Exchange Shares issued in exchange of Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Purchased Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer’s signature page attached hereto (the “Maximum Percentage”) of the number of PublicCo Ordinary Shares outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of PublicCo Ordinary Shares beneficially owned by such Buyer and the other Attribution Parties shall include the number of PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Purchased Shares delivered to such Buyer pursuant to Section 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of PublicCo Ordinary Shares (including, for the avoidance of doubt, any PublicCo Ordinary Shares underlying the ADSs) which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PublicCo beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of determining the number of outstanding PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding PublicCo Ordinary Shares as reflected in (1) PublicCo’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or other public filing with th...

Blocker. An Optionee shall not be entitled to purchase any shares of Common Stock pursuant to this Agreement if the sum of (i) the number of shares of Common Stock beneficially owned by the Optionee and its Affiliates on the Closing Date, and (ii) the number of shares of Common Stock purchasable on the Closing Date, would result in beneficial ownership by the Optionee and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on the Closing Date. For the purposes of the provision to 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-3 thereunder. Each Optionee, for itself only, shall have the authority and obligation to determine whether the restriction contained in this Section 4(c) will limit any purchases hereunder and to the extent that the Optionee determines that the limitation contained in this Section applies, the determination of the amount of shares of Common Stock purchasable by such Optionee hereunder shall be the responsibility and obligation of the such Optionee. Each Optionee for itself only, may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to Gunnerman. The Optionee may allocate which of the equity of the Company deemed beneficially owned by the Optionee shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.

Blocker. TENSILE-MYRTLE GROVE ACQUISITION CORPORATION By: Name: Dxxxxxx X. Xxxxxx Its: Authorized Signatory

Blocker. In no event will the Company issue Restricted Shares in excess of an amount as would result in the Existing Bondholders becoming the beneficial owner (as such term is defined in Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, or any other applicable provision under any federal securities laws, rules or regulations that may govern what constitutes a beneficial owner for purposes of determining reporting obligations and/or a person’s or entity’s constituting an affiliate of the Company) of more than 9.5% of the outstanding shares of Common Stock of the Company on a fully-diluted basis immediately following the issuance of such Restricted Shares (such number of shares of Common Stock otherwise due to the Existing Bondholder’s above and beyond such 9.5% level as so determined being the “Exercise Shares”). In such event, the Company shall issue warrants (the “Warrants”) to such Existing Bondholder(s) exercisable for an exercise price of zero (0.00) substantially in the form of Exhibit A hereto.

Blocker. The overall Conversion Shares issuable in the Note offering shall be subject to a blocker such that no more than 19.99% of the Company’s total shares issued and outstanding at the time of issuance of this Note shall be eligible for conversion prior to obtaining shareholder approval in accordance with Nasdaq Listing Rule 5635.

Blocker. Except as set forth on Schedule 4.7(a): (a) As of the date hereof: (i) Blocker is the record and beneficial owner of 83.32% of the membership interests of the Company; (ii) the issued and outstanding equity interests of Blocker consist of membership interests all of which are owned by Seller as of the date hereof and all of which will be owned by Seller as of immediately prior to the Closing; (iii) Blocker was formed solely for the purpose of holding equity interests in the Company and activities incidental thereto; (iv) except for its ownership of equity interests in the Company and activities incidental thereto, Blocker has not conducted any business or operations; (v) Blocker does not have any employees or employee benefit plans; (vi) to the Knowledge of Seller, Blocker does not have any Liabilities (whether absolute or contingent, liquidated or unliquidated, known or unknown), other than Liabilities related to its ownership of equity interests in the Company and activities incidental thereto; and (b) Blocker has filed in a timely manner all Tax Returns required to have been filed by it, and has paid (or Seller has paid on its behalf) in full all Taxes due and payable. All such tax Returns are accurate and correct in all material respects. There are not now any extensions of time in effect with respect to the dates on which any Tax Returns of Blocker were or are due to be filed. No material claims have been asserted in writing and no proposals or deficiencies for any material Taxes of Blocker are being asserted, proposed or, to the Knowledge of Seller, threatened, and no audit or investigation of any Tax Return of Blocker is currently underway, pending or, to the Knowledge of the Company, threatened

Blocker. The Company shall not enter into any transaction that would cause an adjustment to the number of shares of Common Stock issuable upon conversion of any New Notes pursuant to Section 14.02(n) of the Indenture or exercise of any Warrants (issued in respect of New Notes pursuant to Section 2.14 of the Indenture) pursuant to Section 4(g) of such Warrants, if after giving effect to such transaction the aggregate number of shares of Common Stock issuable upon conversion of any and all New Notes or exercise of any and all such Warrants, that when taken together with the aggregate number of shares of Common Shares and shares of Common Stock previously issued following the conversion of any New Notes and exercise of any such Warrants, would exceed 53,376,111 shares of Common Stock (subject to appropriate adjustment for any Stock Event).

Blocker. The Company and Subscribers agree that anything to the contrary notwithstanding in the transaction documents employed in connection with the Prior Fundings or the Transaction Documents, there shall be no limitation on the amount of Common Stock issuable to Longview Fund, L.P., LEF and LIEF upon conversion of any convertible notes, warrants, other instruments convertible, exercisable or exchangeable for Common stock or any other basis for issuance of Common stock to Longview Fund, L.P., LEF and LIEF. The "blocker percentage" of 4.99% in connection with the Prior Fundings is hereby amended to 9.99% for Alpha Capital Anstalt and its Affiliates.

Blocker. Company (i) has not been a member of an affiliated, consolidated, combined, unitary or similar group filing a consolidated federal income Tax Return or (ii) has no liability for the Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, or by Contract (other than any Ordinary Commercial Agreement).

Blocker. A 4.99% blocker shall be effected such that the Investor agrees to restrict its holdings of the Company’s Common Shares to less than 4.99% of the total number of the Company’s outstanding common shares at any one point in time.