Holder’s Exercise Limitation Sample Clauses
Holder’s Exercise Limitation. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder pursuant to Section 1 or otherwise, to the extent (but only to the extent) that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates (such person, “Attribution Parties”)), would beneficially own in excess of [4.99]% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”); [provided, that notwithstanding anything herein to the contrary, this limitation on exercise shall not be applicable to any person that beneficially owns 10.0% or more of the Company’s outstanding Common Stock immediately prior to the exercise of this Warrant, but without giving effect to any shares of Common Stock underlying this Warrant]. Notwithstanding the forgoing, the Holder shall have the right to increase or decrease the Beneficial Ownership Limitation (to an amount not to exceed [19.99]% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant [if exceeding that limit would result in a change of control as set forth in Nasdaq Listing Rule 5635(b))], with any increase to be effective only upon the Holder providing the Company with prior written notice of such increase, which shall be effective 61 days after delivery of such notice to the Company. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its Attribution Parties) and of which such securities shall be exercisable (as among all such securities owned by the Holder or any of its Attribution Parties) shall, subject to such Beneficial Ownership Limitation, be determined by the Holder, and the Company shall have no responsibility for determining the accuracy of the Holder’s determination. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For purposes ...
Holder’s Exercise Limitation. Subject to the provisions set forth in Section 5.6(ii) of the Commitment Agreement, until Stockholder Rule 5635 Approval is obtained, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 3 or otherwise, to the extent that after giving effect to such exercise as set forth on the applicable Notice of Exercise, such exercise would cause the Company to have issued a number of Warrant Shares with respect to Warrants issued pursuant to the Commitment Agreement, together with any shares of Common Stock issued upon the exercise of warrants as contemplated by the Commitment Agreement or in transactions that would otherwise require shareholder approval under Nasdaq Rule 5635 that are contemplated by the Commitment Agreement (in each case, to the extent such warrants or Common Stock are actually issued by the Company pursuant to legally binding definitive agreements among the applicable parties), greater than 19.9% of the Company’s outstanding Common Stock or outstanding voting power immediately prior to the Closing on the Closing Date. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Holder’s Exercise Limitation. The Warrant Agent expressly acknowledges the Holder’s exercise limitations set forth in Section 2(e) of each of the Class A Warrants and Class B Warrants. The Warrant Agent shall not issue any shares of the Company’s Common Stock in in violation of Section 2(e).