Conversion Limit Sample Clauses

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 Purchaser 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 unexercised portion of the Warrants, 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 Note or issuable upon exercise the portion of the Warrants with respect to which this determination is being made, would result in beneficial ownership by the Purchaser and its Affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of this Section 10.3(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 10.3(a). 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) 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 within the greater of the applicable time period specified in either (A) such written notice of Purchaser or (B) Section 12.1 hereof. (b) Upon the occurrence of a Nasdaq Redemption Event, if the Company is obligated to repay the Convertible Notes at the Formula Price as described in Section 4.3 thereof, the Company shall, in addition thereto, redeem the Warrants contemporaneous with the repayment of the Convertible Notes at the Warrant Redemption Price. The term "Warrant Redemption Price" shall mean the greater of (x) the appraised value of the Warrants on the date they are called for redemption (de...

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 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. In no event shall Canopy convert, in aggregate, amounts owed under this Note into a number of shares that, when combined with (i) shares converted by Caldera Systems, Inc. ("Caldera") pursuant to that certain Secured Convertible Promissory Noted by and between Caldera and Borrower dated on even date herewith, and (ii) shares purchased pursuant to the warrant granted by Borrower to Canopy dated on even date herewith, or Additional Warrants, exceeds 19% of the total outstanding shares of Borrower's Common Stock as of the date of this Note.

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