Limitations on Right to Convert. The right of the Borrower to convert all or a portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the following limitations:
Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, upon such conversion, (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(f)) would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrect.
Limitations on Right to Convert. Borrower’s right to convert all or any portion of the Variable Loan to a Fixed Loan is subject to the following limitations:
Limitations on Right to Convert. The right of the Borrower to ------------------------------- convert all or a portion of the Revolving Facility Commitment to the Base Facility Commitment is subject to the following limitations:
Limitations on Right to Convert. The limitations of Section 2.5 shall apply to any Conversion.
Limitations on Right to Convert. Borrower's right to convert all or any portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the following limitations:
(a) Closing Date. The Closing Date shall occur during the Fixed Facility Availability Period.
Limitations on Right to Convert. 1. In no event shall a Holder be permitted to convert any Preferred Shares in excess of that number of such shares upon the Conversion of which the number of Conversion Shares to be issued pursuant to such Conversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and issuances of Dividend Payment Shares, would exceed 19.99% of the number of outstanding shares of Common Stock on the Issue Date (subject to equitable adjustments from time to time for the events described in Section III below) (the "Cap Amount"), except that such limitation ---------- shall not apply in the event that the Company obtains the approval of its stockholders as required by NASD Rule 4460 (or any other similar rule or regulation) for issuances of Common Stock in excess of such amount; provided, -------- however that it is understood and agreed that any Holder which has converted ------- Preferred Shares into a number of Conversion Shares that equals or exceeds such Holder's Allocation Amount (as defined below) shall have the right to require the Company, upon written notice to such effect, to seek such stockholder approval as soon as practicable (but in no event later than forty-five (45) days) following the Company's receipt of such notice. Until such approval is obtained, no Purchaser (as defined in the Purchase Agreement) shall be issued, upon Conversion of Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which ----- is the number of Preferred Shares purchased by such Purchaser pursuant to the Purchase Agreement and the denominator of which is the aggregate number of Preferred Shares purchased by all of the Purchasers pursuant to the Purchase Agreement (the "Allocation Amount"). In the event that any Purchaser shall sell ------------------ or otherwise transfer all or any of its Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser's Allocation Amount and shall be similarly bound. In the event that any Holder shall convert all of the Preferred Shares held by it into a number of Conversion Shares which, in the aggregate, is less than such Holder's Allocation Amount, then the difference between such Holder's Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Allocation Amounts of the remaining Holders of Preferred Shares on a pr...
Limitations on Right to Convert. The right of the Borrower to convert all or a portion of the Revolving Facility Credit Commitment to the Base Facility Credit Commitment is subject to the following limitations:
Limitations on Right to Convert. (i) The Holder may not convert any principal of this Note unless a Registration Statement (as defined in the Registration Rights Agreement) is effective and available for the sale of Conversion Shares by the Holder or unless sales of the Conversion Shares may be made to the public pursuant to Rule 144 under the Securities Act.
Limitations on Right to Convert. Notwithstanding anything in Section 6 or Section 7 to the contrary, prior to the effectiveness and consummation of any proposed conversion pursuant to Section 6 or Section 7 hereof of shares of Series A Preferred Stock owned by a holder (other than an automatic conversion pursuant to the provisions of the third sentence of Section 6(a) hereof), such holder shall make a determination as to whether such proposed conversion requires, prior to the consummation thereof, that filings under the Hart-Scott-Xxxxxx Xxxxxxxxx Improvements Act of 1976, as amended, or the rules and regulations promulgated thereunder (said Act and said rules and regulations being referred to herein, collectively, as the "HSR Act"), be made. If such holder shall make the determination that such proposed conversion requires, prior to the consummation thereof, that filings under the HSR Act be made, then such holder shall give prompt written notice of such determination to the
