Common use of Certain Conversion Restrictions Clause in Contracts

Certain Conversion Restrictions. Notwithstanding anything to the contrary contained herein other than a conversion pursuant to Paragraphs A or B of Article VIII, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Designated Preferred Stock (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this section and determined that issuance of the full number of Underlying Shares requested in such Conversion Notice is permitted. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Article VIII herein.

Certain Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein other than a conversion pursuant to Paragraphs A or B of Article VIIIherein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Designated Preferred Stock Secured Debentures (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common StockStock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Holder Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this section paragraph and determined that issuance of the full number of Underlying Shares requested issuable in respect of such Conversion Notice is permitteddoes not violate the restriction contained in this paragraph. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger merger, sale or other business combination or reclassification involving the Company as contemplated in Article VIII herein. (ii) [intentionally left blank].

Certain Conversion Restrictions. Notwithstanding anything to the contrary contained herein other than a conversion pursuant to Paragraphs (i) A Holder may not convert this Debenture or B of Article VIII, the number of receive shares of Common Stock that may be acquired by a Holder upon any conversion as payment of Designated Preferred Stock (or otherwise in respect hereof) shall be limited interest hereunder to the extent necessary to insure that, following such conversion or receipt of such interest payment would result in the Holder, together with any affiliate thereof, beneficially owning (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock. For such purposes, beneficial ownership shall be as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery ) in excess of a Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this section and determined that issuance 4.9% of the full number then issued and outstanding shares of Underlying Shares requested in Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Conversion Notice is permittedHolder after application of this Section. This provision shall Since the Holder will not restrict be obligated to report to the Obligor the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which a may be beneficially owned by the Holder may receive or beneficially own in order an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of securities or other consideration that such Holder may receive in this Debenture is convertible shall be the event responsibility and obligation of a merger or other business combination or reclassification involving the Company as contemplated in Article VIII herein.the

Certain Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein other than a conversion pursuant to Paragraphs A or B of Article VIIIherein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of Designated Preferred Stock Exchange Debentures (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common StockStock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Holder Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this section paragraph and determined that issuance of the full number of Underlying Shares requested issuable in respect of such Conversion Notice is permitteddoes not violate the restriction contained in this paragraph. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger merger, sale or other business combination or reclassification involving the Company as contemplated in Article VIII herein. (ii) [intentionally left blank]