Limitation on Conversions. (i) Notwithstanding anything to the contrary set forth in this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with sixty-one (61) days advance written notice (the “Waiver Notice”) that the Holder would like to waive this Section 3(E)(i) with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(i) will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice.
Limitation on Conversions. Anything in the other provisions of this Agreement or any of the other Transaction Agreements to the contrary notwithstanding, the following provisions are applicable to conversion effected under the Debentures:
Limitation on Conversions. Notwithstanding anything contained in this Agreement, the Stock Purchase Warrant, or the Certificate of Designations, neither the Purchaser nor any subsequent Holder of the COES Preferred Shares may elect to convert into CXI Common Stock more than twenty (20%) percent of the aggregate number (the "Initial Number") of shares of COES Preferred Shares owned by the Purchaser upon the consummation of the acquisition by the Purchaser of the COES Preferred Shares pursuant to this Agreement during any one calendar month, calculated from the first month during which a conversion may occur; provided, that, such limitation on conversion shall be on a cumulative basis so that if, for example, no shares of COES Preferred Shares are converted into CXI Common Stock in any one month, then in the next month 40% of the Initial Number of shares of COES Preferred Shares may be converted into CXI Common Stock. In any event, the rights of conversion set forth in this Section 14 shall be cumulative, so that any shares not converted in any one calendar month may be accumulated with the number of convertible shares in the next calendar month. No transfer or other disposition of COES Preferred Shares by the Purchaser or any subsequent transferee shall be effective unless prior thereto the transferee agrees in writing satisfactory to COES and received by COES to be bound by the terms and conditions of this Section.
Limitation on Conversions. Any Holder or group of Holders of one or more Notes may notify the Company in writing in the event it elects to be subject to the provisions contained in this Section 11.13; provided, however, that no Holder or group of Holders of one or more Notes shall be subject to this Section 11.13 unless he, she or it makes such election. If the election is made by a Holder or group of Holders, the Company shall not effect the conversion of the Holder’s or group’s Notes, and such Holder or group of Holders shall not have the right to convert its Notes to the extent that the number of Ordinary Shares issuable upon such conversion would increase the beneficial ownership of the electing Holder or group of Holders by 4.9% or 9.9% (or such other amount) (the “Percentage”), as the electing Holder or group of Holders may specify, of Ordinary Shares then outstanding. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by a Holder or group of Holders shall include the number of Ordinary Shares held by the Holder or group of Holders but shall exclude Ordinary Shares that would be issuable upon (A) conversion of the Notes beneficially owned by the Holder or group of Holders and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company beneficially owned by the Holder or group of Holders subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 11.13. For purposes of the Notes, in determining the number of issued and outstanding Ordinary Shares outstanding, the Holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 20-F or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of Ordinary Shares issued and outstanding. If the Company receives a Conversion Notice from a Holder or group of Holders at a time when the actual number of outstanding Ordinary Shares is less than the share number reported as being outstanding, the Company shall notify the holder in writing of the number of Ordinary Shares actually outstanding and, to the extent that such Conversion Notice would cause the number of shares to be issued to exceed the Percentage, the holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant to ...
Limitation on Conversions. Notwithstanding anything to the contrary contained in the Notes issued to each of the Non-Remeditex Lenders, upon the completion of a Qualified Offering, the Note issued to such Non-Remeditex Lender shall not be convertible into Conversion Shares to the extent (but only to the extent) that such Non-Remeditex Lender or any of its Affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the conversion provisions of Section 2.2(a) would be limited by this Section 2.2(b), the portion of the Note not converted as of the date of the Qualified Offering shall be converted into Common Stock at a later date or dates, provided that at such later date or dates the limitation in this Section 2.2(b) would no longer apply to a Non-Remeditex Lender because such Non-Remeditex Lender would no longer own in excess of the Maximum Percentage. During any period of time after the completion of a Qualified Offering, but prior to the time any Non-Remeditex Lender would be permitted to receive Common Stock pursuant to the conversion provisions of their Notes: (i) the Maturity Date of the Notes issued to such Non-Remeditex Lender shall be automatically extended until such date as such Note is fully converted, and during such period the Company shall not be permitted to repay such Note in cash; (ii) the Note issued to such Non-Remeditex Lender shall cease to accrue interest as set forth in such Note; and (iii) the Company shall no longer be required to comply with the covenants set forth in Section 7 below. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this section shall be implemented in a manner otherwise than in strict conformity with the terms of this section to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders of a ...
Limitation on Conversions. Except pursuant to a court order entered in connection with a divorce proceeding to an ex-spouse of Dougxxx X. Xxxxxxx, Xxrgxxxx Xxxxxxx Xxxx xx John X. Xxxxxxx xx to an ex-spouse of a lineal descendant of Dougxxx X. Xxxxxxx, Xxrgxxxx Xxxxxxx Xxxx xx John X. Xxxxxxx, xx Major A Stockholder shall convert any of its Class A Common Stock to Class B Common Stock until such time as such Major A Stockholder has entered into a binding agreement to sell or otherwise convey such Class B Common Stock to a third party.
Limitation on Conversions. Notwithstanding any other provision of this Article 7, no Initial Purchaser and no Affiliate of any such Initial Purchaser or other person acting on behalf of such Initial Purchaser (a "Purchaser Affiliate"), may convert any Securities (whether or not acquired directly from the Company), if the number of shares of Common Stock that would be received by such Initial Purchaser or Purchaser Affiliate, when aggregated with all other shares of Common Stock previously acquired upon conversion of any Securities by such Initial Purchaser and its Purchaser Affiliates as a group (whether or not such previously-acquired shares are still held by such Initial Purchaser or a Purchaser Affiliate), would exceed 1,280,652 shares. Any Holder who submits a Conversion Notice shall be deemed to certify that the conversion contemplated by such Conversion Notice is not prohibited by the provisions of this Section 7.10 and that it was in compliance with such provisions.
Limitation on Conversions. Notwithstanding any other provision of this Agreement, prior to the Coupon Conversion Quarter with respect to any conversion contemplated by Section 5.12(b)(viii)(A)(i) and at all times with respect to any conversion pursuant to Section 5.12(b)(viii)(A)(ii), the number of Common Units that may be issued upon conversion of any Series A Preferred Units pursuant to this Section 5.12(b)(viii) shall not exceed a number of Common Units that (assuming (i) such Series A Preferred Units had been converted to such number of Common Units, (ii) all such Common Units were Outstanding, (iii) such Outstanding converted Common Units received the distribution per Common Unit as declared by the Board, and (iv) the Board will declare the same amount of distributions per Common Unit in the next succeeding four Quarters as in the immediately preceding quarter) would cause the aggregate distributions of the Company for any Quarter during the next succeeding four Quarters to exceed the estimated Distributable Cash Flow for such Quarter.
Limitation on Conversions. The 7% Preferred Stock Securities Purchase Agreement is amended by the addition of the following as a new Section 14:
Limitation on Conversions. Notwithstanding any provision of Paragraphs D or E hereof, no holder of Series 3 Preferred Stock shall be entitled to convert shares of Series 3 Preferred Stock into Common Stock of the Corporation if the effect of such conversion would be to cause such holder to beneficially own 5% or more of the Common Stock of the Corporation calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, unless the holder of such Series 3 Preferred Stock shall have given not less than sixty-one days’ notice to the Corporation that the limitation set forth in this Paragraph I shall no longer apply to the Series 3 Preferred Stock held by such holder. RESOLVED, FURTHER, that, before the Corporation shall issue any shares of the Series 3 Preferred Stock, a Certificate pursuant to Section 151 of the Delaware General Corporation Law shall be made, executed, acknowledged and filed in accordance with the provisions of such law, and the proper officers of the Corporation are hereby authorized and directed to do all acts and things which may be necessary or proper in their opinion to carry into effect the purposes and intent of this and the foregoing resolutions.
