Exercise Limit Sample Clauses

Exercise Limit. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in excess of the number of Warrants (or portions thereof) upon exercise 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 unexercised Warrants and the unexercised or unconverted portion of any other securities of the Company (including the Notes (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or exercise analogous to the limitation contained herein) and (ii) the number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein 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 the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (i) of the preceding sentence. The Holder may waive the provisions of this Section 1.1(c) as to itself (and solely as to itself) upon not less than 75 days' prior notice to the Borrower, 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). 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.

Exercise Limit. Notwithstanding anything to the contrary set forth in this Warrant, the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant, and the holder of this Warrant shall not have the right to receive, upon such exercise, any shares of Common Stock, if the issuance of such shares of Common Stock would exceed the aggregate number of Shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant, the other Warrants issuable pursuant to the Purchase Agreement, the Debentures, any interest payments payable pursuant to the Debentures, or any Performance Warrants, to remain in compliance with the Company's obligations under the rules or regulations of the Nasdaq OMX Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the "Exchange Cap"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of NASDAQ for issuances of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. Until such approval or written opinion is obtained, no Purchaser shall be issued in the aggregate, upon exercise or conversion, as applicable, of this Warrant, the Debenture, the Class C Warrant or the Performance Warrant, if any, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the Purchase Price paid by such Purchaser pursuant to the Purchase Agreement on the Closing Date and the denominator of which is the aggregate offering amount pursuant to the Purchase Agreement on the Closing Date (with respect to each Purchaser, the "Exchange Cap Allocation"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Warrant, the transferee shall be allocated a pro rata portion of such Purchaser's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of this Warrant shall exercise all of such holder's Warrant into a number of shares of Common S...

Exercise 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 "Exercise Limit"), the Company will not be required to issue shares of Common Stock upon exercise of this Warrant 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 and all other series of warrants issued pursuant to the Purchase Agreement, exceeds the Exercise Limit. In the event that the holder of this Warrant delivers an Exercise Agreement seeking to purchase shares of Common Stock in excess of the Exercise Limit, then in lieu of issuing shares of Common Stock in excess of the Exercise Limit (the "Excess Shares") the Company shall pay to the holder an amount equal to the product of 1.25 and the difference between the Recent Market Price and the Exercise Price (together with all accrued and unpaid dividends thereon) for each such Excess Share as of the Exercise Time.

Exercise Limit. (i) Notwithstanding anything to the contrary set forth in this Class A Warrant, at no time may Vision Opportunity Master Fund, Ltd. and/or Vision Opportunity China LP (individually and collectively, “Vision”) exercise this Class A Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock owned by Vision at such time to exceed, when aggregated with all other shares of Common Stock owned by Vision and its affiliates at such time, the number of shares of Common Stock which would result in Vision, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of Vision, or any other persons whose beneficial ownership of Common Stock would be aggregated with Vision’s for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon Vision providing the Corporation with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that Vision would like to waive this Section b(i) with regard to any or all shares of Common Stock issuable upon exercise of this Class A Warrant, this Section b(i) shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the expiration of the Exercise Period, Vision may waive this Section 1b(i) by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the expiration of the Exercise Period will not be effective until the last day of the Exercise Period. (ii) Notwithstanding anything to the contrary set forth in this Class A Warrant, at no time may a Holder of this Class A Warrant (other than Vision for purposes of this Section b(ii)) exercise their Class A Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock owned by such Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder, its affiliates, any investment mana...

Exercise Limit. If an Option is an American style option, the maximum aggregate number of shares of the Option Security as to which such Option and any similar (i.e., put or call) Option then outstanding may be exercised by the holder on any Business Day is the number of shares, if any, specified in the related Confirmation as the "Exercise Limit".

Exercise Limit. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Preferred Stock if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Preferred Stock to remain in compliance with the Company's obligations under the rules or regulations of the Trading Market, which rules and regulations limit the amount of shares of Common Stock that the Company may issue upon conversion of the Preferred Stock to no more than an aggregate of 19.99% of the number of shares outstanding on the Closing Date (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of Common Stock in excess of such amount, or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to majority stockholders. In the event that the Company is not obligated, as a result of the operation of the immediately preceding sentence, to issue any shares of Common Stock that it would have otherwise be required to issue upon conversion of Preferred Stock, then the Company shall issue the number of shares of Common Stock that it is obligated issue after giving effect to the immediately preceding sentence and, in addition, on the date of such issuance, shall pay to the holder exercising conversion of Preferred Stock an amount in cash equal to the product of (a) the difference between (x) the number of shares of Common Stock that the Company is obligated issue before giving effect to the immediately preceding sentence, minus (y) the number of shares of Common Stock that the Company is obligated issue after giving effect to the immediately preceding sentence, multiplied by (b) the closing price of the Common Stock on the Trading Market on the Trading Day immediately preceding the date on which the notice of conversion is delivered to the Company by such holder.