Common use of Limitations on Beneficial Ownership Clause in Contracts

Limitations on Beneficial Ownership. (a) Notwithstanding any other provision of this Agreement to the contrary (except as otherwise provided in this Section 3.4(a)), to the extent that the Investor (or its assignee, if such assignee is an affiliate) is entitled to shares of Additional Common Stock pursuant to the exercise of Rights or exercise by the Company of the Put Option or participation by the Investor (or its assignee, if such assignee is an affiliate) in the Second Lien Term Loan Offering or in connection with the payment of Put Option Premium, such shares of Common Stock issuable pursuant to the exercise of Rights or the Put Option or participation in the Second Lien Term Loan Offering shall not be issued to the Investor (or its assignee, if such assignee is an affiliate) to the extent (but only to the extent) such issuance would result in the total beneficial ownership by the Investor, together with its affiliates, being equal to or in excess of 10.0% (the “Applicable Percentage”) of the total outstanding shares of Common Stock; in such event, the Firm Commitment Amount of the Investor (or its assignee, if such assignee is an affiliate) shall be reduced so that such exercise of Rights or the Put Option or participation in the Second Lien Term Loan Offering, after first taking into account the shares of Additional Common Stock received or to be received in connection with the payment of the Put Option Premium, would not result in the beneficial ownership of the Investor (together with its affiliates) exceeding the Applicable Percentage; provided that to the extent any such reduction is required, it shall be carried out in the manner set forth in the Term Sheet. (b) By written notice to the Company, the Investor may from time to time increase the Applicable Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitations on Beneficial Ownership. (a) Notwithstanding any other provision of this Agreement to the contrary (except as otherwise provided in this Section 3.4(a)), to the extent that the Investor (or its assignee, if such assignee is an affiliate) is entitled to shares of Additional Common Stock pursuant to the exercise of Rights or exercise by the Company of the Put Option or participation by the Investor (or its assignee, if such assignee is an affiliate) in the Second Lien Term Loan Offering or in connection with the payment of Put Option Premium, such shares of Common Stock issuable pursuant to the exercise of Rights or the Put Option or participation in the Second Lien Term Loan Offering shall not be issued to the Investor (or its assignee, if such assignee is an affiliate) to the extent (but only to the extent) such issuance would result in the total beneficial ownership by the Investor, together with its affiliates, being equal to or in excess of 10.05.0% (the “Applicable Percentage”) of the total outstanding shares of Common Stock; in such event, the Firm Commitment Amount of the Investor (or its assignee, if such assignee is an affiliate) shall be reduced so that such exercise of Rights or the Put Option or participation in the Second Lien Term Loan Offering, after first taking into account the shares of Additional Common Stock received or to be received in connection with the payment of the Put Option Premium, would not result in the beneficial ownership of the Investor (together with its affiliates) exceeding the Applicable Percentage; provided that to the extent any such reduction is required, it shall be carried out in the manner set forth in the Term Sheet. (b) By written notice to the Company, the Investor may from time to time increase the Applicable Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.