Limitation on Conversion. Notwithstanding any other provision hereof, in no event (except (i) as specifically provided herein as an exception to this provision, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock) shall the Holder be entitled to convert any portion of this Note, or shall the Company have the obligation to convert such Note to the extent that, after such conversion, 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 Notes 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 conversion of the Common Stock which are issuable upon the conversion of the Notes 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 Note, further agrees that if the Holder transfers or assigns any of the Notes 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 4(C) as if such transferee or assignee were the original Holder hereof. Nothing herein shall preclude the Holder from disposing of a sufficient number of other shares of Common Stock beneficially owned by the Holder so as to thereafter permit the continued conversion of this Note. The provisions of this Section 8(c) (i) do not apply to any Holder who is the beneficial owner of 5% or more of the outstanding Common Stock of the Company without regard to the conversion of this Note, and (ii) may be waived by agreement of the Company and the Holder.
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. 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. 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. (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. 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 set forth herein, unless and until the Stockholder Approval (as defined below) has been obtained, the Company shall not issue in excess of an aggregate of 2,451,280 shares of Common Stock upon conversion of the Notes and exercise of Warrants, subject to adjustment upon any Change of Shares (such number of shares, as the same may be adjusted, the “Issuable Maximum”). The Issuable Maximum equals approximately 19.9% of the number of shares of Common Stock outstanding immediately prior to the first issuance of any Notes. If on any Conversion Date (A) the Conversion Price then in effect is such that the aggregate number of shares of Common Stock previously issued upon conversion of a converting Registered Holder’s Notes and exercise of Warrants issued in respect of such Notes (the “Converting Holder’s Previous Shares”), together with the shares of Common Stock into which such Registered Holder requests conversion of Notes pursuant to Section 3(b), would equal or exceed such Registered Holder’s pro rata share (calculated based on the portion of $5,000,000 represented by the principal amount outstanding of such Notes) of the Issuable Maximum (the “Converting Holder’s Maximum”), and (B) the Company shall not have previously obtained the vote of stockholders (the “Stockholder Approval”), if any, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other Stock Market on which the Common Stock is then listed or quoted) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof, then the converting Registered Holder’s request for conversion shall be deemed a request to convert only that portion of the Notes surrendered for conversion that is convertible into a number of shares of Common Stock equal to the positive excess of the Converting Holder’s Maximum above the Converting Holder’s Previous Shares and, with respect to the remainder of Notes such Registered Holder surrendered for conversion (the “Excess Notes”), the Company shall deliver such Registered Holder a new Note representing the Excess Notes.
Limitation on Conversion. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the 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 the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (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 delivery of a Conversion Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Underlying Shares requested in such Conversion Notice is permitted under this paragraph, and the Company will have no liability for such determination. By written notice to the Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Debentures.
Limitation on Conversion. In no event shall a Buyer effectuate a conversion of the Series E Preferred Stock which shall cause the Buyer to own in excess of nineteen and 9/10 percent (19.9%) of the then outstanding Common Stock of the Company immediately prior the Closing Dates without the approval of the shareholders of the Company in accordance with the rules of the American Stock Exchange (the "AMEX"). In the event that the conversion of the Series E Preferred Stock would result in the issuance of more than 19.9% of the Company's outstanding Common Stock, then only such portion of the Series E Preferred Stock that can be converted without violating the forgoing limit shall be converted and the Buyer(s) shall retain the unconverted portion. The Company shall, within 60 days of such event, seek shareholder approval to issue such additional Common Stock as may be required to honor the conversion. If the shareholders do not approve such issuance or the Company fails to seek such approval within such time frame, the Company shall be obligated to redeem the unconverted portion of the Series E Preferred Stock at the redemption price described in Section 1(d) hereof.
