Limitations on Conversions. The Company shall not effect the conversion of any portion of this Debenture, and the Holder shall not have the right to a conversion of any portion of this Debenture pursuant to the terms and conditions of this Debenture and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible debentures or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion of this without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number on the Automatic Conversion Date and the Conversion Settlement Date...
Limitations on Conversions. Notwithstanding anything herein to the contrary, at the election of the applicable Borrowers under this Section 2.8, (x) Eurocurrency Rate Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Rate Advances only in the same Agreed Currency, (y) U.K. Swing Line Loans in a U.K. Swing Line Currency may be converted and/or continued as U.K. Swing Line Loans only in the same U.K. Swing Line Currency and (z) Syndicated Canadian Loans in a particular permitted currency may be converted and/or continued as Syndicated Canadian Loans only in the same currency.
Limitations on Conversions. The conversion of this Note shall be subject to the following limitations (each of which limitations shall be applied independently):
Limitations on Conversions. The Conversions of this Debenture shall be subject to the following limitations (each of which limitations shall be applied independently):
Limitations on Conversions. The conversion of shares of New Preferred Stock shall be subject to the following limitations (each of which limitations shall be applied independently):
Limitations on Conversions. The conversion of shares of Series A Preferred Stock shall be subject to the following limitations (each of which limitations shall be applied independently): (i) Nasdaq Cap Amount. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is listed or traded (whether because the Corporation has obtained requisite shareholder approval or otherwise), in no event shall the total number of shares of Common Stock issued upon conversion of the Series A Preferred Stock, taken together with any Affiliate Shares (as defined in the Investment Agreement) purchased by the holders, exceed the maximum number of shares of Common Stock that the Corporation can so issue without the approval of its common stockholders pursuant to Rule 4460(i) of the Nasdaq National Market ("Nasdaq"); provided that prior to such shareholder approval, the total number of shares of Common Stock issued upon conversion of the Series A Preferred Stock, taken together with such Affiliated Shares, shall not exceed 18% of the Corporation's outstanding Common Stock (the "Nasdaq Cap Amount"). The Nasdaq Cap Amount shall be allocated pro rata among the holders of Series A Preferred Stock as set forth in subpara- graph (iii) hereof. In the event the Corporation is prohibited from issuing shares of Common Stock to a holder of Series A Preferred Stock as a result of the operation of the Nasdaq Cap Amount applicable to such holder, the Corporation shall, at the option of the holder in accordance with subparagraph (iv), issue to such holder a number of shares of Series B Junior Stock equal to .001 times the number of shares of Common Stock that the Corporation was prohibited from issuing. No prior inability to convert shares of Series A Preferred Stock pursuant to this subparagraph (i) shall have any effect on the applicability of the provisions of this subparagraph (i) with respect to any subsequent determination of convertibility. (ii)
Limitations on Conversions. (i) In no event shall the Holder be entitled to receive shares of Common Stock upon an Optional Conversion to the extent that the sum of (a) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted portion of this Debenture or the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (b) the number of shares of Common Stock issuable upon the conversion of this Debenture with respect to which the determination of this subparagraph is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13 D-G thereunder, except as otherwise provided in clause (i) above. The provisions of this subparagraph shall terminate upon delivery by the Holder of a Mandatory Prepayment Notice. The Corporation shall be entitled to rely, and shall be fully protected in relying, on any statement or representation made by the Holder to the Corporation in connection with a particular conversion without any obligation on the part of the Corporation to make any inquiry or investigation or to examine its records or the records of any transfer agent for the Common Stock.
Limitations on Conversions. Each holder of the Series D Preferred Stock’s right to convert its shares of Series D Preferred Stock into shares of Common Stock shall not be limited by any notice delivered by the Corporation of any proposed redemption, Change of Control or any other event that notwithstanding this subsection (j) shall purport to limit such conversion right.
Limitations on Conversions. Each holder of the Series E Preferred Stock’s right to convert its shares of Series E Preferred Stock into shares of Common Stock shall not be limited by any notice delivered by the Corporation of any proposed redemption, Change of Control or any other event that notwithstanding this subsection (i) shall purport to limit such conversion right.
Limitations on Conversions. Notwithstanding anything to the contrary set forth herein, at the election of the applicable Borrower under this Section 2.9, (i) Eurocurrency Rate Advances in an Agreed Currency may be converted and/or continued as Eurocurrency Rate Advances only in the same Agreed Currency and (ii) the Japanese Borrower shall not be permitted to request that any Eurocurrency Rate Advance be converted into a Floating Rate Advance at any time.
