Conversion Limit. Notwithstanding the conversion rights under the Convertible Debentures, unless Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall Purchaser be entitled to convert any portion of the Convertible Debentures, in excess of that portion of the Convertible Debentures, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by Purchaser and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Debenture or other Derivative Securities convertible into or exchangeable for shares of Common Stock which contain a limitation similar to that set forth in this Section 10.3), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Debenture with respect to which this determination is being made, would result in beneficial ownership by Purchaser and its Affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of Section 10.3(i) beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13 D-G thereunder, except as otherwise provided in this Section 10.3. The foregoing limitation shall not apply and shall be of no further force or effect (i) immediately preceding and upon the occurrence of any voluntary or mandatory redemption or repayment transaction described herein or in the Convertible Debentures, (ii) immediately preceding and upon any Sale Event, (iii) on the Maturity Date or (iv) following the occurrence of any Event of Default which is not cured for a period of ten (10) calendar days.
Conversion Limit. 32 SECTION 10.4
Conversion Limit. (a) Notwithstanding the conversion rights under the Convertible Notes and exercise rights under the Warrants, unless the Purchaser delivers a waiver in accordance with the immediately following sentence, in no event shall the Holder be entitled to convert any portion of the Convertible Notes (or exercise any portion of the Warrants) in excess of that portion of the Convertible Notes or Warrants upon conversion and exercise, as applicable, of which the sum of (i) the number of shares of Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note and exercised portion of the Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note (or issuable upon exercise the portion of the Warrants) with respect to which the determination of this proviso is being made, would result in beneficial ownership by such Purchaser and its affiliates of more than 4.9% of the outstanding shares of Common Stock (the "Limitation on Conversion"). For purposes of the first proviso to the immediately preceding sentence, (i) beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder, except as otherwise provided in clause (1) of such proviso and (ii) the Holder may waive the limitations set forth therein by written notice to the Company upon not less than sixty-one (61) days prior notice (with such waiver taking effect only upon the expiration of such 61-day notice period). The foregoing limitation shall not apply and shall be of no further force or effect (i) upon the occurrence of any voluntary or mandatory redemption transaction described herein or in the Convertible Notes or Put and Call Agreement, (ii) on the Maturity Date or (iii) following the occurrence of any Event of Default which is not cured within the greater of the applicable time period specified either in (A) such written notice of Purchaser or (B) Section 12.1 hereof.
Conversion Limit. The provisions of Section 14 of the Restated Master Modification Agreement effective May, 2001, shall remain in full force and effect such that the Purchasers and Agent shall not convert any Preferred Stock or exercise any Warrants if the effect of the conversion or exercise increases the beneficial ownership of such party in eAutoclaims securities greater than 4.9% (this is a decrease from the 9.9%). All remaining shares of Preferred Stock will be converted at such time as the total amount of outstanding Preferred Stock is less than $250,000 (i.e., 50 shares). Likewise, the Purchasers and Agent cannot acquire any additional shares of our Common Stock in the open market, such a purchase would increase such entity's beneficial ownership position above 4.9%.
Conversion Limit. Notwithstanding any other provision of this Note, Holder may not be issued any Shares in the Company that would cause Holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934) of the Company to exceed 9.9% of its total issued and outstanding common or voting shares.
Conversion Limit. Notwithstanding any other provision hereof or of any of the other Transaction Agreements, in no event (except as specifically provided herein as an exception to this provision, , shall the Holder be entitled to convert any portion of the Preferred Stock, or shall the Company have the obligation to convert such Preferred Stock (and the Company shall not have the right to pay dividends thereon in shares of Common Stock) to the extent that, after such conversion or issuance of stock in payment of dividends, the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Preferred Stock or other convertible securities or of the unexercised portion of warrants or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the conversion of the Preferred Stock with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such conversion). For purposes of the proviso 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, except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Preferred Stock, further agrees that if the Holder transfers or assigns any of the Preferred Stock to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee's or assignee's specific agreement to be bound by the provisions of this Section as if such transferee or assignee were the original
Conversion Limit. The Purchasers shall not convert any Preferred Stock if the effective conversion increases their beneficial ownership in eAutoclaims securities greater than 9.9
Conversion Limit. In no event shall any Purchaser have the right (i) to convert Preferred Shares or the Warrant Shares, or (ii) to vote the Preferred Shares, Conversion Shares, or Warrant Shares, to the extent that such right to convert Preferred Shares or the Warrant Shares, or to vote the Preferred Shares, Conversion Shares or Warrant Shares, would result in the Purchaser and its affiliates together beneficially owning more than 4.95% of the outstanding shares of Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder. The restriction contained in this Section 4.9 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 Purchaser shall approve, in writing, such alteration, amendment, deletion or change.
Conversion Limit. Effective upon execution of this Agreement, notwithstanding the conversion rights under the Convertible Note and the Default Note, if and when issued, and the exercise rights under the Warrants, unless Xxxx delivers a waiver as described below in this Section 2(a), the portion of the Convertible Note and the Default Note that may be converted into shares of Common Stock, and the portion of the Warrants that may be exercised for shares of Common Stock, shall in each case be limited (the “Limitation”) to the extent necessary to provide the result that the beneficial ownership by Xxxx and its Affiliates after giving effect to any such conversion or exercise shall not be more than 9.95% of the outstanding shares of Common Stock of the Company. For purposes of this Section 2(a), beneficial ownership shall be determined in accordance with Rule 13d-3 of the Exchange Act and Regulations 13D-G thereunder (the “13D Test”). For purposes of clarity, the parties acknowledge that the Limitation would have the following effect at the time of any such conversion or exercise by Xxxx:
Conversion Limit. The shares of Common Stock to be issued to the Holder in connection with conversion or prepayment of this Debenture at the option of the Holder, plus the shares of Common Stock owned beneficially at the time of such issuance by such Holder, shall not exceed 9.99% of the shares of Common Stock outstanding as of the date such issuance ("Conversion Limit").
