Limitations on Conversion Sample Clauses
The 'Limitations on Conversion' clause defines specific restrictions or conditions under which a party may convert one type of security or instrument into another, such as converting preferred shares into common stock. This clause may set caps on the number of shares that can be converted, impose timeframes during which conversion is permitted, or require certain triggering events before conversion rights can be exercised. Its core practical function is to prevent excessive or untimely conversions that could disrupt ownership structure or dilute existing shareholders, thereby protecting the interests of the company and its stakeholders.
Limitations on Conversion. Except as set forth in this paragraph (e) of Section 11.11, a Series D Preferred Shares holder shall not have the right to convert any portion of the Series D Preferred Shares and such Series D Preferred Shares shall not be automatically converted, to the extent that after giving effect to such conversion, such holder (together with such holder’s Affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Shares would be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act (such persons, “Attribution Parties”)) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares beneficially owned by such person and its Affiliates shall include the number of shares of Common Shares issuable upon conversion of the Series D Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Shares which would be issuable upon (i) conversion of the remaining, unconverted portion of the Series D Preferred Shares beneficially owned by such person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation beneficially owned by such person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this paragraph (e) of Section 11.11, in determining the number of outstanding shares of Common Shares, a Series D Preferred Shares holder may rely on the number of outstanding shares of Common Shares as reflected in (1) the Corporation’s most recent Annual Report on Form 10-K, Proxy Statement, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Corporation or (3) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Shares outstanding. For any reason at any time, upon the written or oral request of a Series D Preferred Shares holder, where such request indicates that it is being made pursuant to this paragraph...
Limitations on Conversion. Notwithstanding anything herein to the contrary, at the election of the Company under this Section 2.9, Eurocurrency Rate Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Rate Advances only in the same Agreed Currency.
Limitations on Conversion. Holder shall not effect any conversion of this Note or otherwise issue any shares of Common Stock pursuant hereto, to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provision of this section. No prior inability to convert this Note, or to issue shares of Common Stock, pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. For 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 Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (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 limitations contained in this paragraph shall apply to a successor Holder of this Note. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally to the Holder and, if requested, in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. Should the Company fail to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, inter-dealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities on Company’s ability to issue shares of Common Stock, in lieu of any right to convert this Not...
Limitations on Conversion. This Warrant can not be exercised so that the Holder will own more than 4.99
Limitations on Conversion. Notwithstanding anything to the contrary contained in this Agreement and the Convertible Note, the Convertible Note may not be converted, in whole or in part, into Conversion Shares unless and until any then-applicable requirements of all federal and state securities laws and regulatory agencies charged with enforcing securities laws shall have been fully complied with to the satisfaction of the Company and its counsel; PROVIDED, HOWEVER, that the Company shall at all times use its best efforts to comply with such requirements. The Company may, in its reasonable discretion, condition any conversion of the Convertible Note upon the holder's delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the holder makes, at the time of conversion, such representations and warranties to and for the benefit of the Company as are comparable to the representations and warranties of the Purchaser set forth in SECTION 3.2(d) below as and to the extent applicable to the issuance of the Conversion Shares upon conversion of the Convertible Note.
Limitations on Conversion. (a) Solely with respect to the Initial Preferred Stock, if the closing bid price of the Common Stock on the last trading day immediately preceding the date of delivery of a Notice of Conversion is less than $1.50 per share or as adjusted (as herein defined) (such notice date being the Limitation Notice Date), then the number of shares of 5% Convertible Preferred Stock which may be converted by the holder requesting conversion, shall be limited to an amount which does not exceed an aggregate of twenty (20%) percent of the amount of shares of 5% Convertible Preferred Stock initially purchased by the requesting holder (such limitation being the "Conversion Limitation"). The Conversion Limitation shall be for a period of thirty (30) calendar days commencing on the Limitation Notice Date (the "Limitation Period"). The Conversion Limitation shall be measured as of each notice date, notwithstanding the fact that the closing bid price may be greater than $1.50 per share (or as adjusted) subsequent to the Limitation Notice Date. Notwithstanding anything to the contrary contained herein, the Conversion Limitation of this paragraph shall not be applicable for more than three (3) Limitation Periods with respect to any shareholder.
(b) Solely with respect to the Additional Preferred Stock, if the closing bid price of the Common Stock on the ten (10) trading days immediately preceding the date of delivery of a Notice of Conversion is less than $1.50 per share or as adjusted (as herein defined) (such notice date being the Limitation Notice Date), then the number of shares of 5% Convertible Preferred Stock which may be converted by the holder requesting conversion at a Market Price of $1.50, shall be limited to an amount which does not exceed an aggregate of fifty (50%) percent of the amount of shares of 5% Convertible Preferred Stock initially purchased by the requesting holder (such limitation being the "Conversion Limitation"), and the holder may require that the balance of the shares under such Notice of Conversion be redeemed at the Original Issue Price plus all unpaid and accrued dividends.
Limitations on Conversion. Notwithstanding anything to the contrary contained herein, at any time that any of the Company’s equity securities are registered under Section 12 of the Exchange Act, the number of Ordinary Shares that may be acquired by the Holder upon any conversion of this Note (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 Ordinary Shares then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the “5% Maximum Percentage”) of the total number of issued and outstanding Ordinary Shares (including for such purpose the Ordinary Shares 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. The Company shall, instead of issuing Ordinary Shares in excess of the limitation referred to in this Section 3(h), suspend its obligation to issue shares in excess of the foregoing limitation until such time, if any, as such Ordinary Shares may be issued in compliance with such limitation; provided, that, by written notice to the Company, the Holder may waive the provisions of this Section 3(h) or increase or decrease the 5% Maximum Percentage to any other percentage specified in such notice; however,, provided, that any such waiver or increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. This Section 3(h) shall not restrict the number of Ordinary Shares 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 Fundamental Transaction (as defined below).
Limitations on Conversion. The provisions of this Section 2.2(e)(vi) shall apply only from and after such date (if any) on which Borrower Representative becomes subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act.
Limitations on Conversion. (a) [As used herein, “Attribution Parties” means, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently or from time to time after the date hereof, directly or indirectly managed or advised by the Holder’s investment manager or any of its affiliates (as such term is defined pursuant to Rule 12b-2 under the Exchange Act or principals, (ii) any affiliates of the Holder or any of the foregoing, (iii) any other person who is a member of a group together with the Holder or any of the foregoing and (iv) any other person whose beneficial ownership of any class of Issuer “equity securities” (as such term is defined in Rule 13d-1(i) under the Exchange Act or any successor rule) (“Issuer Equity Securities”) includes shares of such Issuer Equity Securities beneficially owned by the Holder or any of the foregoing. For the purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC.
Limitations on Conversion. Notwithstanding anything herein to the contrary, at the election of the Borrowers under this Section 2.9, (x) Eurocurrency Rate Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Rate Advances only in the same Agreed Currency, and (y) Alternate Currency Loans in an Alternate Currency may be converted and/or continued as Alternate Currency Loans only in the same Alternate Currency.