Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon exercise of this Warrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Issue Date and prior to such Exercise Date in connection with any exercise of this Warrant or conversion of Preferred Stock issued pursuant to the Purchase Agreement would exceed 16,318,709 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Issuable Maximum.
Issuance Limitations. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series A-1 Preference Shares be converted if the number of Common Shares to be issued pursuant to such conversion would exceed, when aggregated with all other Common Shares owned by the holder of Series A-1 Preference Shares at such time, the number of Common Shares which would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Shares outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the holder of Series A-1 Preference Shares providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that such holder would like to waive this Section 5 with regard to any or all Common Shares issuable upon conversion of the Series A-1 Preference Shares, this Section 5 will be of no force or effect with regard to all or a portion of the Series A-1 Preference Shares referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series A-1 Preference Shares be converted if the number of Common Shares to be issued pursuant to such conversion, when aggregated with all other Common Shares owned by the holder of Series A-1 Preference Shares at such time, would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder) in excess of 9.99% of the then issued and outstanding Common Shares outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series A-1 Preference Shares may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes hereof, in determining the number of outstanding Common Shares, the holder of Series A-1 Preference Shares may rely on the number of outstanding Common Shares as reflected in (1) the Company’s most recent Form 20- F, Current Report on Form 6-K or other public filing with the Securities and Exchange...
Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 5,666,480 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes or Warrants and the amount of shares issued to the Holder pursuant to the Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.
Issuance Limitations. Notwithstanding anything herein to the contrary, prior to the Authorized Share Increase Date, the Company may not issue, upon conversion of this Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date in connection with the conversion of any Debentures issued pursuant to the Purchase Agreement, would exceed 566,398 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Debentures and the amount of shares issued to the Holder pursuant to the Holder’s Debentures was less than the Holder’s pro-rata share of the Issuable Maximum.
Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Stockholder Approval (as defined in the Purchase Agreement), then the Company may not issue, upon the exercise of this Warrant, any shares of Common Stock.
Issuance Limitations. (a) The total number of shares of Common Stock issued or issuable upon conversion of the Securities, as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest (as defined in the Form of Security set forth in Exhibit A attached hereto) in respect of the Securities or otherwise (including any shares of capital stock or rights to acquire shares of capital stock issued by the Company pursuant to (i) those certain Early Conversion Agreements dated as of July 10, 2003 between the Company and the holders identified therein (the "Early Conversion Agreements") and (ii) any other transactions which are aggregated or integrated with the Common Stock issued or issuable upon conversion of the Notes or as Additional Interest, Additional Voluntary Conversion Interest or Optional Redemption Interest in respect of the Securities for purposes of any such rule or regulation) shall not exceed the maximum number of shares of Common Stock which the Company can so issue pursuant to any rule or regulation of the NYSE (or any other principal United States securities market on which the Common Stock trades) (the "Maximum Interest Share Amount"), which as of the Issuance Date was 27,532,042 (19.99% of the total shares of Common Stock outstanding on the Issuance Date), subject to equitable adjustments from time to time for stock splits, stock dividends combinations, capital reorganizations and similar events relating to the Common Stock occurring after the Issuance Date. The limitation set forth in this Section 5.17(a) shall not apply if the issuances of Common Stock in lieu of cash are Permitted Issuances (as defined below) or if the Stockholder Approval (as defined below) has been obtained.
Issuance Limitations. Notwithstanding anything herein to the contrary, to the extent needed, if the Issuer has not obtained Shareholder Approval, then the Issuer may not issue, upon conversion of this Note, shares of Common Stock; provided that, for the avoidance of doubt and notwithstanding the foregoing, the Issuer may issue up to [ ˜ ]3 shares of Common Stock upon conversion of this Note prior to obtaining Shareholder Approval, as long as there are sufficient authorized but unissued and uncommitted shares.
Issuance Limitations. Notwithstanding any other provision of this Certificate of Designations, at no time may the Corporation issue shares of Common Stock pursuant to this Certificate of Designations if the number of shares of Common Stock to be issued, (1) when aggregated with all other shares of Common Stock then beneficially (or deemed beneficially) owned by Holder, would result in Holder owning, on the date of such proposed issuance, more than 9.99% of all Common Stock outstanding as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder; or (2) with respect to Series B-1 Preferred Stock if, when aggregated with all prior issuances of Common Stock pursuant to this Certificate of Designations, would equal more than 19.99% of outstanding Common Stock outstanding prior to the issuance of any Corporation securities pursuant to this Certificate of Designations, unless (a) the Corporation’s stockholders shall have approved the issuance of Common Stock in excess of such 19.99% limit in accordance with NASDAQ Listing Rule 5635(d) or (b) NASDAQ has provided a waiver of NASDAQ Listing Rule 5635(d).
Issuance Limitations. Notwithstanding anything herein to the contrary, if the Corporation has not obtained Shareholder Approval, then the Corporation may not issue, upon conversion of the Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the Original Issue Date and prior to such Conversion Date in connection with any conversion of Preferred Stock issued pursuant to the Exchange Agreement, that would exceed 485,000 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the original Stated Value of such Holder's Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders.
Issuance Limitations. Other than Permitted Issuances, as defined herein, from the date of this Agreement to the date that is six (6) months following the initial effective date of the Registration Statement covering the Securities, as contemplated by the Registration Rights Agreement, the Company shall not issue, sell or exchange, or agree or obligate itself to issue, sell or exchange or reserve, agree to or set aside for issuance, sale or exchange any equity or other securities (including, without limitation, in connection with any debt financing with an equity component) without the prior written approval of the Purchasers. As used herein, "Permitted Issuances" shall mean: (i) the issuance of securities in connection with the concurrent offering as contemplated by Section 7(g) of this Agreement or upon exercise of the Common Warrants (as defined in Section 7(g) of this Agreement); (ii) a firm commitment underwritten public offering registered under the Securities Act (other than a continuous offering pursuant to Rule 415 under the Securities Act) covering the offer and sale by the Company of its Common Stock in which the aggregate proceeds to the Company equal or exceed Twenty Million Dollars ($20,000,000), net of underwriting discounts and commissions; (iii) the issuance of Common Stock upon the exercise or conversion of any convertible securities outstanding on the date hereof and disclosed in Section 3(c) of the Disclosure Schedule in accordance with the terms of such convertible securities as of the date hereof; (iv) (x) the grant of options to purchase Common Stock, with exercise prices not less than the market price of the Common Stock on the date of grant, which are issued to employees, officers, directors or consultants of the Company for the primary purpose of soliciting or retaining their employment or service pursuant to an equity compensation plan, so long as such plan and the issuance of Common Stock upon exercise thereof has been approved by (A) the Company's Board of Directors, and (B) if and to the extent required under the Securities Act, the Exchange Act, the rules and regulations of the SEC thereunder and/or the listing standards of any national exchange or quotation service, the requisite vote of the holders of the Common Stock in compliance with applicable law and the Company's organizational documents and (y) the issuance of Common Stock upon exercise of such options; (v) the conversion of the Series C Preferred Stock or exercise of the Warrants; (vi) th...
