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 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. 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 anything herein to the contrary, unless and until the Company shall have obtained the approval of its stockholders for the issuance and sale of securities pursuant to the Purchase Agreement which are convertible into and exercisable for, in the aggregate, more than 19.9% of the common equity of the Company (calculated as provided in and required by the rules of the Nasdaq Stock Market), to the extent the rules of the Nasdaq Stock Market requiring a stockholder vote are applicable to such issuance and sale, or the Company shall have obtained such other stockholder approval as may be required to comply with the rules of such other national securities exchange upon which the Common Stock may then be traded (such percentage of Common Stock or other restriction, the "Conversion Limit"), the Company will not be required to issue shares of Common Stock upon conversion of this Note which when taken together with all other shares of Common Stock previously issued upon conversion of the Preferred Stock and the conversion of the Notes and exercise of the Warrants issued pursuant to the Purchase Agreement, exceeds the Conversion Limit. In the event that the holders of this Note deliver a Notice of Conversion with respect to all or any portion of the outstanding principal amount of this Note and the number of shares of Common Stock into which such portion of this Note shall be convertible in accordance with the terms hereof exceeds the Conversion Limit, then in lieu of issuing any shares in excess of the Conversion Limit ("Excess Shares"), the Company shall pay to the holder on the date set for conversion an amount equal to the principal amount of the Note being converted into Excess Shares multiplied by the Optional Redemption Price (together with all accrued and unpaid interest thereon).
Conversion Limit. In no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion of this Debenture 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 Debentures or the unexercised or unconverted portion of any other security of the Company (including, without limitation, the warrants issued by the Company pursuant to the Purchase 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 this Debenture 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 9.99% 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 Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (i) above. The Holder may waive the provisions of this Section 1.1(c) as to itself (and solely as to itself) (i) upon not less than 75 days' prior notice to the Company, and the provisions of this Section 1.1(c) shall continue to apply until such 75th day (or such later date as may be specified in such notice of waiver) or (ii) upon the occurrence of any event under Section 1.6(b). No conversion in violation of this Section 1.1(c), but otherwise in accordance with this Debenture, shall affect the status of the Common Stock issued upon such conversion as validly issued, fully-paid and nonassessable.
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").
Conversion Limit. Notwithstanding anything to the contrary set forth in this Note, at no time may a Holder of this Note convert this Note into Common Stock if the number of shares of Common Stock to be issued pursuant to such conversion would result in such Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of such Holder, or any other persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) and Section 16 of the 1934 Act, beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the Company’s then issued and outstanding shares of Common Stock.
Conversion Limit. The Company shall not be required to issue more than an aggregate of 4,000,000 shares of Common Stock (the "Conversion Limit") upon conversion of all Debentures in accordance with the terms of the Debentures. Upon reaching the Conversion Limit, the Company shall have the option of either (i) issuing additional shares of Common Stock upon conversion of Debentures if shareholder approval has been obtained (or if such shareholder approval is not required to comply with applicable rules of the applicable market upon which the Common Stock is traded) or (ii) paying cash to the Holder in an amount equal to the amount of principal being converted plus the product of (x) the number of shares of Common Stock that would be otherwise issuable upon conversion of Debentures and (y) the difference between the highest sales price of the Common Stock on the date of Conversion and the Conversion Price.
Conversion Limit. Notwithstanding the conversion rights under the Debentures, unless the last sentence in this Section 10(b) is applicable, in no event shall the Buyer be entitled to convert any portion of the Debentures which would result in the number of shares of Common Stock beneficially owned by the Buyer and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debentures) exceeding 4.999% of the then issued and outstanding shares of Common Stock. For purposes of this Section 10(b), 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(b). 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 Debentures (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 Buyer or (B) Section 8 of the Debentures.
