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. 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 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. In no event, at any time that the Company has any class of its securities registered under Section 12(b) or Section 12(g) of the Exchange Act, shall the holder be entitled to convert any portion of the holder's Note in excess of that portion of the holder's Note upon conversion of which the sum of (i) 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 Notes or the unexercised or unconverted portion of any other security of the Company (including, without limitation, the warrants issued by the Company pursuant to this Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the holder's Note 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. For purposes of this Agreement, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D-G thereunder, except as otherwise provided in clause (i) above. The holder may waive the provisions of this Section 18(a)(iii) as to itself (and solely as to itself) (i) upon not less than 61 days' prior notice to the Company, and the provisions of this Section 18(a)(iii) shall continue to apply until such 61st day (or such later date as may be specified in such notice of waiver) or (ii) upon the occurrence of any event under Section 18(f)(i). No conversion in violation of this Section 18(a)(iii), but otherwise in accordance here, shall affect the status of the Common Stock issued upon such conversion as validly issued, fully-paid and nonassessable.
Conversion Limit. Notwithstanding the conversion rights under the Convertible Notes, in no event shall such Noteholder or any Holder be entitled to convert any portion of the Convertible Notes in excess of that portion of the Convertible Notes upon conversion, of which the sum of (i) the number of shares of Common Stock beneficially owned by such Noteholder or any Holder (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Convertible Note convertible into or exchangeable for shares of Common Stock), and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the Convertible Note with respect to which this determination is being made, would result in beneficial ownership by the Noteholder or any Holder of more than 4.99% of the outstanding shares of Common Stock. In the event that the Noteholder or any Holder attempts to convert any portion of the Convertible Notes in derogation of this Section 9.1, the Company shall refuse to honor such conversion and may issue instructions to the Company's transfer agent restricting the conversion of the Convertible Notes held by the Noteholder or any such Holder, until the Company has been provided with evidence, sufficient in the opinion of the Company's counsel, that the proposed conversion will not exceed the lmitations set forth in this Section 9.
1. For purposes of this Section 10.1(a), 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 9.
1. The Company and the Noteholder or any Holder hereby irrevocably acknowledge and agree that at no time shall the Noteholder or any Holder have the right or privilege under this Agreement or any other agreement or contract with the Company to beneficial ownership of Common Stock in excess of the limitations provided in this Section 9.1 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 Notes, (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 in either (A) such written notice of Noteholder or any Holder or (B) Section 10.1 hereof.
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. The Buyer will agree not to convert Preferred Stock if it would result in beneficial ownership of more than 4.99% of the outstanding shares. This limit will not apply (i) if the Company is in default under any of the Transaction Agreements or (ii) in connection with any mandatory conversion.
Conversion Limit. Subject to compliance with the terms and conditions of this Article 3, and subject to the terms and conditions set forth in Section 2.5: the Principal Amount and any applicable Prepayment Penalty may be converted into fully paid and non-assessable Common Shares at the Principal Amount Conversion Price and all accrued interest on the Principal Amount to the date of payment may be converted into fully paid and non-assessable Common Shares at the Interest Conversion Price; provided, however, that Hecla may not convert any portion of the Principal Amount plus all accrued interest thereon to the date of payment, plus any applicable Prepayment Penalty, except to the extent that: (i) the Principal Amount Conversion Price, or the Interest Conversion Price, as applicable, and the issuance of Common Shares upon the conversion of such portion of the Principal Amount plus all accrued interest thereon to the date of payment, plus any applicable Prepayment Penalty, has been conditionally approved by the Toronto Stock Exchange, NYSE American or such other stock exchange on which the Common Shares are then listed, subject only to customary closing conditions; and (ii) the conversion of such portion of the Principal Amount plus all accrued interest thereon to the date of payment, plus any applicable Prepayment Penalty, into Common Shares would not result in Hecla and its affiliates owning, or exercising direction or control over, 19.9% or more of the issued and outstanding Common Shares, assuming the exercise, exchange or conversion of any securities exercisable or exchangeable for, or convertible into, Common Shares owned, directed or controlled by Hecla and its affiliates (the “Conversion Limit”). If the exercise of the Conversion Right would result in Hecla and its affiliates owning, or exercising direction or control over, Common Shares in excess of the Conversion Limit, Common Shares will only be issued to Hecla up to the Conversion Limit and the applicable balance of the Repayment Amount will be payable by Alexco to Hecla in cash as and when the Principal Amount is due and owing.
