Limitation on Conversion Sample Clauses

Limitation on Conversion. Notwithstanding anything herein to the contrary, the number of Warrant Shares issuable upon exercise of this Warrant at any given time, when combined with the aggregate number of Warrant Shares previously issued upon conversion of this Warrant and any other warrant issued by the Company on the Closing Day, pursuant to the Purchase Agreement, may not, in the absence of approval by the Company’s shareholders in accordance with applicable law and the rules and regulations of the Principal Market, exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the issuance of such warrants. Upon receipt of such requisite approval, the Company shall deliver to the Holder a certificate, in form reasonably satisfactory to the Holder, certifying that the limitation contained in this Section 14 has been duly removed by the Company and is no longer applicable to this Warrant.

Limitation on Conversion. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Investor upon any conversion of the Purchased Shares (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by the Investor and his affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 9.999% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each surrender of the certificate(s) representing any portion of the Purchased Shares for purposes of conversion pursuant to Section 2(b) of the Articles of Amendment (a “Conversion”) will constitute a representation by the Investor that it has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of shares of Common Stock to be issued as a result of such Conversion is permitted under this paragraph. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 1.5 shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company, the Investor shall have the right at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.999%, but (i) any such waiver or decrease will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or decrease will apply only to the Investor and not to any other holder of Series A Preferred Stock.

Limitation on Conversion. The Company shall not effect any conversion of a Security, and no Holder or any holder of an interest in a Security shall have the right to convert any portion of such Security, to the extent that after giving effect to such conversion, such Holder or holder (together with such Holder's or holder's Affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the "CONVERSION LIMITATION"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder or holder of an interest in a Security and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of a Security with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Security beneficially owned by such Holder or holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 12.15, in determining the number of outstanding shares of Common Stock, such Holder or holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent annual, quarterly or current report on Form 10-K, 10-Q or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a Holder or a holder of an interest in a Security, the Company shall within two Business Days confirm orally and in writing to such Holder or holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including any Security, by such Holder or holder or its Affiliates since the date as of wh...

Limitation on Conversion. In the event that any Holder elects to convert shares of Series A Preferred Stock into Conversion Shares pursuant to Section 6(a), the number of shares of Common Stock into which the shares of Series A Preferred Stock can then be converted upon such exercise pursuant to this Certificate of Designation shall not exceed the maximum number of unissued and otherwise unreserved shares of Common Stock which the Corporation may issue under the Certificate of Incorporation at any given time.

Limitation on Conversion. Notwithstanding anything herein to the contrary, prior to the receipt of the Stockholder Approval, the Warrants Beneficially Owned by any such holder of Warrants or its Affiliates may not be converted pursuant to this Section 2 to the extent that after giving effect to such conversion, such holder and its Affiliates would Beneficially Own, in the aggregate, in excess of 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the “Conversion Cap”); provided, further, that for purposes of determining the Conversion Cap pursuant to any provision of this Agreement, the aggregate number of shares of Common Stock Beneficially Owned by a holder of Warrants or any of its respective Affiliates shall include (i) the number of shares of Common Stock Beneficially Owned by such holder or any of its respective Affiliates as a result of prior conversion of Convertible Preferred Stock or Warrants (excluding shares of Common Stock that could be acquired upon conversion of the such Convertible Preferred Stock or Warrants) plus (ii) the number of shares of Common Stock issuable upon the conversion of the Warrants with respect to which the determination of the immediately preceding proviso is being made. Notwithstanding anything herein to the contrary, (x) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs within six months of the date hereof, then no Warrants may be converted into Common Stock until the earlier of (1) the receipt of the Stockholder Approval and (2) the date that is six months after the date hereof and (y) if the first vote of the stockholders of the Company with respect to the Stockholder Approval occurs after the date that is six months after of the date hereof, then prior to the occurrence of the first vote of the stockholders of the Company with respect to the Stockholder Approval, no Warrants may be converted into Common Stock.

Limitation on Conversion. Notwithstanding anything to the -------------------------- contrary contained herein, the number of shares of Common Stock that may be acquired by a Holder upon any conversion of this Debenture (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Underlying Shares issuable in respect of such Holder Conversion Notice does not violate the restriction contained in this paragraph. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein.

Limitation on Conversion. Section 5.1 of the Note is hereby amended and restated to read as follows:

Limitation on Conversion. (i) Notwithstanding the above, in no event, shall a Holder of be allowed to convert any portion of this Note into Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder, and/or its affiliates, to exceed four and nine tenths percent (4.9%) of the currently issued and outstanding shares of the Corporation. (ii) In reference to any Notice of Conversion under this Note, the Holder shall affirm in its written Notice of Conversion, under penalty of perjury, the exact number of shares held by the Holder on the date of the notice, and the Company shall have the right to reduce any demand for conversion by a number such that the total number of shares of Common Stock held by the Holder after conversion will not exceed four and nine tenths percent (4.9%) of the currently issued and outstanding shares of Common Stock of the Corporation.

Limitation on Conversion. Any conversion of any Note is subject to the Investor Rights Agreement.