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.
(b) 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, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon the Holder providing the Maker with a Waiver Notice, sixty-one (61) days in advance, that the Holder would like to waive Section 3(E)(ii) of this Note with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3(E)(ii) shall 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:
(i) Attached to this Agreement as Annex VIII is a schedule of all of the Buyers who were the original signatories to this Agreement (each, an "Original Holder") and the original principal amount (the "Original Debenture Amount") of the Debenture issued to each such Original Holder as contemplated by this Agreement (each, an "Original Debenture"). For identification purposes and for the purposes of this Section only, Annex VIII also identifies the "Holder Class" for each Original Debenture. Each Original Debenture will include an identification of its relevant Holder Class. Any reissue of an Original Debenture to the Original Holder or to any direct or indirect assignee or transferee of all or part of such Original Debenture shall include an identification of the same Holder Class. The Original Holder of each Holder Class and any other party at any time holding a Debenture of the same Holder Class are referred to collectively as the "Holder Class Members."
(ii) If and for so long as the Cap Regulations are applicable to limit the issuance of shares on conversion of the Debentures (but not thereafter), the number of shares that the Company will issue to all Holder Class Members of a specific Holder Class on conversion of the Debentures of that Holder Class shall not, in the aggregate, exceed the Conversion Limit (as defined below).
(iii) As of the Closing Date, the term "Conversion Limit" means the number of shares equal to (A) 19.99% of the number of outstanding shares of Common Stock of the Company as of the Closing Date, which number is specified on Annex V annexed hereto; provided, however, that such number is subject to adjustment for subsequent stock splits, stock dividends and other similar actions or transactions affecting the capital formation of the Company), multiplied by (B) the relevant Holder Class Allocable Share (as defined below).
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. 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. 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. 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.
Limitation on Conversions. Anything in the other provisions of this Agreement or any of the other Transaction Documents to the contrary notwithstanding, the following provisions are applicable to the Initial Shares and the Warrants.
(i) Attached to this Agreement as Schedule 8.5.1 is a schedule of all of the Purchasers who were the original signatories to this Agreement (each, an "Original Purchaser") and the original principal amount (the "Original Purchase Amount") of the Initial Shares and the Warrant issued to each such Original Purchaser as contemplated by this Agreement. For identification purposes and for the purposes of this section only, Schedule 8.5.1 also identifies the "Purchaser Class" for each Original Purchaser. The Original Purchaser of each Purchaser Class and any other party at any time holding a Certificate or Warrant of the same Purchaser Class are referred to collectively as the "Purchaser Class Members."
(ii) If and for so long as the Share Limitation is applicable to limit the issuance of shares on redemption of the Initial Shares and/or exercise of the Warrants (but not thereafter), the number of shares that the Company will issue to all Purchaser Class Members of a specific Purchaser Class on redemption of the Initial Shares and exercise of the Warrants of that Purchaser Class shall not, in the aggregate. exceed the Conversion Limit (as defined below).
(iii) As of the Closing Date, the term "Conversion Limit" means the number of shares equal to (A) 19.99% of the number of outstanding shares of Common Stock of the Company as of the date of the Initial Closing (i.e. 9,484,050 Shares); provided, however, that such number is 18 subject to adjustment for subsequent stock splits, stock dividends and other similar actions or transactions affecting the capital formation of the Company), multiplied by (B) the relevant Purchaser Class Allocable Share (as defined below).
Limitation on Conversions. 1. From the date hereof until the earlier of January 12, 2009 or such time that the trading price of the Common Stock on the Trading Market exceeds $2 per share (subject to adjustment for reverse and forward stock splits and the like) (“Limitation Period”), except for the conversion pursuant to paragraph 5(a), Enable Growth shall not convert more than $45,833.70 principal amount of the Debentures, in the aggregate during such period. So long as this restriction is in effect, the Equity Conditions shall not be deemed to have been met by the Company.
2. During the Limitation Period, Enable hereby agrees that it shall not sell shares of Common Stock on the Trading Market in an amount greater than 50% of the daily trading volume for the applicable Trading Day.
