Limitation on Number of Shares. (i) Notwithstanding anything to the contrary contained herein, the number of Anti-Dilution Shares and MDP Shares that may be acquired by any Investor shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Investor (other than by virtue of the ownership of securities or rights to acquire securities (including this Section 7.1) that have limitations on the Investor's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder's "affiliates" (as defined in Rule 144) ("Aggregation Parties") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended, exists, would exceed 9.99% of the total issued and outstanding shares of the Common Stock (the "Restricted Ownership Percentage"). Each holder shall have the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a change of control transaction (including without limitation a transaction that would result in a transfer of more than 50% of the Company's voting power or equity, or a transaction that would result in a person or "group" being deemed the beneficial owner of 50% or more of the Company's voting power or equity).
(ii) Each Investor covenants at all times on each day (each such day being referred to as a "Covenant Day") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "Covenant Period") such Investor will not acquire shares of Common Stock pursuant to any right (including pursuant to this Section 7.1) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Investor and its Aggregation Parties (ignoring all dispositions) would exceed:
(x) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the co...
Limitation on Number of Shares. (i) If by way of any adjustment required by this Section 7.1, thewould receive a number of shares of Common Stock such that the total number of such shares held by the Investor as of the date of such adjustment would be greater than 9.90% but less than 13.0% of the total outstanding Common Stock of the Company, then the Company shall not effect the adjustment required by this Section to the extent necessary to avoid causing the aforesaid limitation to be exceeded until 120 days following the date such adjustment would have otherwise been made.
(ii) If by way of any adjustment required by this Section 7.1, the Investor would receive a number of shares of Common Stock such that the total number of such shares held by the Investor as of the date of such adjustment would equal or exceed 13.0% of the total outstanding Common Stock of the Company, then the Company shall not effect the adjustment required by this Section to the extent necessary to avoid causing the aforesaid limitation to be exceeded until 180 days following the date such adjustment would have otherwise been made.
(iii) In no event shall the Company issue to the Investor additional shares pursuant to an adjustment required by this Section 7.1 such that the total number of shares issued to the Investor (when added to the Warrant Shares) would exceed 19.9% of the Company's issued and outstanding shares of Common Stock on the date hereof. Instead, the Company shall redeem such excess shares at 110% of the Per Share Purchase Price, as adjusted. Only shares acquired pursuant to this Agreement will be included in determining whether the limitations would be exceeded for purposes of this Section 7.1(d)(iii).
(iv) In no event will the Company be required to issue shares in violation of applicable Securities and Exchange Commission and Nasdaq rules and regulations requiring shareholder approval. Instead, the provisions of the foregoing Section 7.1(d)(iii) shall apply.
Limitation on Number of Shares if You are Not Accredited. Unless you are an “accredited investor” (as defined below) your aggregate purchase price for Shares may not exceed 10% of the greater of your annual income or net worth (as more fully explained in the Offering Circular). The Company is relying on the representations and warranties set forth by Subscriber in this Subscription Agreement and the other information provided by Subscriber in connection with this Offering to determine compliance with this requirement.
Limitation on Number of Shares. Purchaser and other entities advised by Dimensional Fund Advisors Inc. shall not be required to accept, by way of any such adjustment, a number of shares of the Corporation such that the total number of such shares held by Purchaser and such other entities, which were held by them on the date of this Agreement or acquired by them pursuant to this Agreement or agreements of like tenor with such other entities, would exceed 4.99% of the total outstanding stock of the Corporation. The Corporation shall effect the adjustment required by this Section by cash refund to the extent necessary to avoid causing the aforesaid limitation to be exceeded.
Limitation on Number of Shares. (i) If by way of any adjustment required by this Section 7.1, an Investor would receive a number of shares of Common Stock such that the total number of such shares held by the Investor as of the date of such adjustment would be greater than 9.90% of the total outstanding Common Stock of the Company, then the Company shall not effect the adjustment required by this Section to the extent necessary to avoid causing the aforesaid limitation to be exceeded and shall agree to effect such adjustment at the earliest possible time when such adjustment would not exceed the aforementioned limitation.
(ii) In the event that the Company would be obligated to issue an amount of shares of Common Stock which, when aggregated with all shares of Common Stock issued to an Investor, would constitute a breach of the Company's obligations under the rules or regulations of Nasdaq as they apply to the Company, or any other principal securities exchange or market upon which the Common Stock is or becomes traded (the "Cap Regulations"), the Company shall not be obligated to issue any such shares of Common Stock. Instead, the Company shall promptly pay to the Investor at an amount equal to 110% of the cash value of the adjustment with respect to such shares which would have exceeded the Cap Regulations. Only shares acquired pursuant to this Agreement will be included in determining whether the limitations would be exceeded for purposes of this Section 7.1(d)(ii).
Limitation on Number of Shares. If the Underwriters' Representative or Agent shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: first, all securities proposed to be sold by the Company for its own account; second, the Registrable Securities requested to be included in such registration by all Holders pursuant to this Article III, pro rata based on the estimated gross proceeds from the sale thereof; and third all other securities requested to be included in such registration.
Limitation on Number of Shares. Notwithstanding any provision of this Warrant to the contrary, in no event will the sum of (a) the number of shares of Common Stock issued to the initial Holder by the Company pursuant to the Stock Purchase Agreement dated as of the date of this Warrant between the Company and the initial Holder plus (b) the number of shares of Common Stock issuable upon the exercise of this Warrant, exceed 19.995% of the shares of Common Stock outstanding immediately prior to the date of this Warrant.
Limitation on Number of Shares. The Company shall not be obligated to ------------------------------ issue any Shares upon exercise of this Warrant if the issuance of such shares of Common Stock would cause the Company to exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant (the "Exchange Cap") without breaching the Company's obligations under the rules or regulations of the Principal Market, except that such limitation shall not apply in the event that the Company (a) obtains the approval of its stockholders as required by the Principal Market (or any successor rule or regulation) for issuances of Common Stock in excess of such amount or (b) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of Warrants representing at least two-thirds (2/3) of the Shares then issuable upon exercise of outstanding Warrants. Until such approval or written opinion is obtained, the holder of this Warrant shall not be issued, upon exercise of this Warrant, Shares in an amount greater than such holder's Cap Allocation Amount (as defined in the Notes). In the event the Company is prohibited from issuing Warrant Shares as a result of the operation of this Section 10, the Company shall redeem for cash those Shares which can not be issued, at a price equal to the difference between the Closing Bid Price of the Common Stock and the Exercise Price of such Shares as of the date of the attempted exercise.
Limitation on Number of Shares. (a) Notwithstanding any other provision hereof, if the Representative advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the Representative may (subject to the limitations set forth below) limit the number of Shares to be included in the Registration and underwriting. The Company shall so advise each of the Participating Rightsholders, and the number of shares of Common Stock that are entitled to be included in the Registration and underwriting shall be allocated to the Company, the Holders and the Participating Rightsholders in accordance with Section 5. Subsequent to any such reduction, if any Participating Rightsholder does not agree to the terms of any such underwriting, such Participating Rightsholder shall be excluded therefrom by written notice from the Company or the underwriter. Any Shares excluded or withdrawn from such underwriting shall be withdrawn from such Registration.
(b) If Shares are so withdrawn from the Registration, the Company shall then offer to all Participating Rightsholders who have not so withdrawn from the registration or whose number of Shares included in the Registration have been reduced as a result of marketing factors, the right to include additional Shares in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 5 hereof.
Limitation on Number of Shares. (a) The Holders shall not sell more than 50% of the Registrable Securities in Repurchase Transactions during the 12 months following the date the Shelf Registration Statement is declared effective, and the Company shall have no obligation to effect Repurchase Transactions in excess of that amount during that 12-month period. For purposes of this Section 16.7, the term Registrable Securities refers to the Registrable Securities outstanding on the date the Shelf Registration Statement is declared effective.
(b) The Company shall have no obligation to effect a Repurchase Transaction with respect to more shares of Company's Common Stock than are then registered under the Shelf Registration Statement.
