Common use of Limitations on Right to Convert Clause in Contracts

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. 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)paragraph 3(e) would exceed 4.99% of the number of shares of Common Stock then issued and outstandingoutstanding (the “Maximum Percentage”), 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(fparagraph 3(e). 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 thereunderAct. To the extent that the limitation contained in this Section4(fparagraph 3(e) 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 No prior inability to convert this Note pursuant to this paragraph 3(e) shall have no liability any effect on the applicability of the provisions of this paragraph 3(e) with respect to any person if the Holder’s subsequent determination of whether or not this Note is convertible pursuant convertible. In determining the number of outstanding shares of Common Stock, the Holder may rely on (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Commission (as the case may be), (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of Common Shares outstanding. Upon the request of the Holder, the Company shall, within one (1) Business Day of such request, confirm to the terms hereof Holder the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice, provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is incorrectdelivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Notes.

Limitations on Right to Convert. In Subject to the terms of the Rights Agreement, dated as of April 19, 2001, between the Corporation and Citibank, N.A., in no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (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(fparagraph (f)) would exceed 4.9949.9% 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(fparagraph (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(fparagraph (f) applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder’s 's determination of whether this Note Debenture is convertible pursuant to the terms hereof, the Company shall have Corporation having 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 's representation that this Note Debenture is convertible pursuant to the terms hereof. The Company Notwithstanding the foregoing, this provision shall have no liability not apply to any person if the Holder’s determination of whether this Note the amount owed or securities to which the Holder is convertible pursuant entitled to receive in the terms hereof is incorrectevent of a Change of Control Transaction or Liquidation Event.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount of principal upon such conversion, the Conversion of which (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common GGD Stock beneficially owned by the Holder (other than Common shares of GGD 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(fparagraph (g)) would exceed PLUS (y) the number of shares of GGD Stock issuable upon the Conversion of such principal amount is equal to or exceeds (z) 4.99% of the number of shares of Common GGD Stock then issued and outstanding. The determination of whether the limitation contained in this paragraph (g) applies and whether principal of this Debenture is convertible (in relation to other securities owned by the Holder) shall be in the sole discretion of the Holder, it being and the intent submission of a Conversion Notice shall be deemed to be such Holder's determination that such limitation does not apply and that the principal amount of this Debenture to which such Conversion Notice relates is convertible. This paragraph may be amended (A) in order to clarify an ambiguity or otherwise to give effect to the limitation contained in this paragraph (g), by the Board of Directors of the Company and the Holder that written consent of the Holder not be deemed Holders of at any time to have the power to vote or dispose of greater than 4.99least 66% of the number aggregate unpaid principal amount of the Debentures then outstanding and (B) for any other reason, with the further consent of the holders of a majority of the shares of Common Stock issued and outstanding at any timethe Company's common stock then outstanding. Nothing In the event that the limitation contained in this paragraph (g) applies to all or a portion of the unpaid principal amount of this Debenture, 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 incorrectlimitation.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note Debenture if, upon such conversion, either: (i) (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(fparagraph (f)(i)) 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(fparagraph (f)(i). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules thereunder. To the extent that the limitation contained in this Section4(fparagraph (f)(i) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note Debenture 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 Debenture 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 Debenture is convertible pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this paragraph may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this paragraph (f)(i) in the event that either a Change of Control or Liquidation Event is announced or occurs, without obtaining such consent; or (ii) the number of Conversion Shares that the Holder would receive upon such conversion, when added to the number of Conversion Shares and Warrant Shares previously received by the Holder pursuant to this Debenture and such Holder’s Warrants, would exceed the product of (A) the Cap Amount multiplied by (B) a fraction, the numerator of which is the number of Conversion Shares originally issuable under this Debenture and the denominator of which is the aggregate number of Conversion Shares originally issuable under all of the Debentures (such product, the “Allocation Amount”), provided, that this paragraph (ii) shall not apply if Shareholder Approval has been obtained. In the event that any Investor to which this Debenture was originally issued shall sell or otherwise transfer any part of this Debenture, the remaining Conversion Shares constituting such transferring Investor’s Allocation Amount shall be allocated between the transferring Investor and the transferee in proportion to amount of this Debenture being transferred. In the event that, at any time, the aggregate number of Conversion Shares issued and issuable under this Debenture exceeds eighty percent (80%) of the Holder’s Allocation Amount, the Company shall, upon the written request of the Holder, hold as promptly as reasonably practicable (but in no event later than the sixtieth (60) day following such request) a special meeting of its shareholders for the purpose of obtaining, and use its best efforts to obtain, Shareholder Approval. In the event that the shareholders do not approve such transactions at such meeting, the Company shall continue to use its best efforts to seek such approval as soon as practicable after such meeting, but no less frequently than annually thereafter.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (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(fparagraph (f)) would exceed 4.999.99% 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(fparagraph (f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedAct, and the rules thereunder. To the extent that the limitation contained in this Section4(fparagraph (f) applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder’s 's determination of whether this Note Debenture is convertible pursuant to the terms hereof, the Company shall have Corporation having 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 's representation that this Note Debenture is convertible pursuant to the terms hereof. The Company holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this paragraph may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding. Notwithstanding the foregoing, this provision shall have no liability not apply to any person if the Holder’s determination of whether this Note the amount owed or securities to which the Holder is convertible pursuant entitled to receive in the terms hereof is incorrectevent of a Change of Control Transaction or Liquidation Event.

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 (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(f) (i) 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. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 4(f) may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 4(f)(i) in the event that either a Fundamental Change or Liquidation Event is announced or occurs, without obtaining such consent.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest (or other amounts) 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(f3(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 does not violate the provisions of this Section4(fSection3(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 thereunderAct. To the extent that the limitation contained in this Section4(fSection 3(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 may rely on the Holder’s representation that this Note is convertible pursuant to the terms hereof, and the Company shall have no obligation whatsoever to verify or confirm the accuracy of such representation. 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. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 3(f) may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 3(f) without obtaining such consent.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (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(fparagraph (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(fparagraph (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(fparagraph (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 Debenture is convertible pursuant to the terms hereof, the Company shall have having 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 Debenture 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 Debenture is convertible pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this paragraph may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this paragraph (f) in the event that either a Fundamental Change or Liquidation Event is announced or occurs, without obtaining such consent.