No Five Percent Holders. Unless CVI delivers a waiver in accordance with the last sentence of this Section 8.4, in no event shall CVI be entitled to receive shares of Class A Common Stock upon a conversion of the Series A Preferred Stock or the exercise of the Warrants to the extent that the sum of (x) the number of shares of Class A Common Stock beneficially owned by CVI and its affiliates (exclusive of shares issuable upon conversion of the unconverted or unexercised portion of the Series A Preferred Stock or the exercise of the Warrants or the unexercised or unconverted portion of any other securities of the Company, subject to a limitation on conversion or exercise analogous to the limitations contained here) and (y) the number of shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock or the exercise of the Warrants with respect to which the determination of this Section is being made, would result in beneficial ownership by CVI and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock. For purposes of this subparagraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13 D-G thereunder, except as otherwise provided in clause (x) above. Except as provided in the immediately succeeding sentence, the restriction contained in this Section shall not be altered, amended, deleted or changed in any manner whatsoever unless CVI shall approve such alteration, amendment, deletion or change. Notwithstanding the foregoing, CVI may, by providing written notice to the Company, adjust the restriction set forth in this Section so that the limitation on beneficial ownership of 4.99% of the outstanding shares of Class A Common Stock referred to above shall be increased to 9.99%, which adjustment shall not take effect until the 61st day after the date of such notice.
No Five Percent Holders. As more fully provided in the Statement of Designation and subject to the terms and limitations provided in the Statement of Designation, a holder of the Preferred Shares shall not be entitled to receive shares of Common Stock upon conversion where receipt of such Common Stock would result in such holder of Preferred Shares beneficially owning more than 4.99% of the Company's outstanding Common Stock.
No Five Percent Holders. In no event shall a Holder of the Notes or the Corporation have the right to convert any portion of this Note (whether in an Optional Conversion or a Mandatory Conversion or otherwise) into shares of Common Stock or to dispose of any portion of this Note to the extent that such right to effect such conversion or disposition would result in the Holder or any of its affiliates beneficially owning more than 4.99% 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. To the extent that the limitation contained in this paragraph applies, the Corporation may request a certification from the Holder setting forth the Holder's determination that the Conversion specified will not violate this limitation. The restriction contained in this subparagraph D shall not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock, the Holder and the Holders of a majority of the outstanding principal amount of the Notes shall approve, in writing, such alteration, amendment, deletion or change.
No Five Percent Holders. Notwithstanding anything to the contrary contained herein, this Warrant shall not be exercisable by the holder to the extent (but only to the extent) that, if exercisable by the holder, the holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder. For clarification, it is expressly a term of this security that the limitations contained in this Section 7(g) shall apply to each successive holder. The restriction contained in this Section 7(g), may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding Shares of Common Stock and the holder hereof approve such alteration, amendment, deletion or change.
No Five Percent Holders. In no event shall Holder be entitled ----------------------- to receive shares of Common Stock upon a conversion to the extent that the sum of (x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (exclusive of shares issuable upon conversion of the unconverted portion of any Debentures 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 (y) the number of shares of Common Stock issuable upon the conversion of the portion of this Debenture with respect to which the determination of this subparagraph is being made, would result in beneficial ownership by Holder and its affiliates of more than 4.99% 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 (x) above. The restriction contained in this subparagraph (iii) shall not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the Common Stock and the Holder shall approve such alteration, amendment, deletion or change.
No Five Percent Holders. (a) The purpose of this Section is to prevent any holder from holding over 5% of the Corporation's Common Stock without the consent of the Board of Directors or 90 days' prior written notice, the holders having assured the Corporation of their intentions, as of the Closing Date, to remain passive investors and not to acquire any significant (that is, over 5%) block of the Corporation's Common Stock without such consent or prior written notice.
(b) Notwithstanding anything to the contrary contained herein, the Convertible Preferred shall not be convertible by a holder or the Corporation or at the Termination Date to the extent (but only to the extent) that, if so converted the holder would beneficially own in excess of
No Five Percent Holders. In no event shall a Holder of the Notes have the right to convert any portion of this Note into shares of Common Stock or to dispose of any portion of this Note to the extent that such right to effect such conversion or disposition would result in the Holder or any of its affiliates beneficially owning more than 4.99% of the outstanding shares of Common Stock. To the extent the Holder of this Note owns other securities with a limitation on conversion, exercise or disposition analogous to the limitation set forth in this Article III.D, the limitations on conversion, exercise and disposition of this Note and such securities shall be applied collectively to all such securities so that the Holder may select the order in which it wishes to convert, exercise or dispose of such securities and the Holder of this Note will only have the right to effect conversions, exercises and dispositions of all such securities to the extent that such conversions, exercises and dispositions do not result in the Holder or any of its affiliates beneficially owning more than 4.99% 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. The restriction contained in this subparagraph D shall not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a majority of the outstanding shares of Common Stock, the Holder and the Holders of a majority of the outstanding principal amount of the Notes shall approve, in writing, such alteration, amendment, deletion or change.
No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Preferred Stock shall not be convertible by a Holder to the extent (but only to the extent) that, if converted by such Holder, the Holder would beneficially own in excess of 4.9% of the then outstanding shares of Common Stock of the Company. To the extent this limitation applies, the determination of whether Preferred Stock shall be convertible (vis-a vis other securities owned by such Holder) and of which Preferred Stock shall be converted shall be in the sole discretion of the Holder and submission of the Preferred Stock for conversion shall be deemed to be the Holder's determination of whether such Preferred Stock is convertible, subject to such aggregate percentage limitations. No prior inability to convert Preferred Stock pursuant to this subparagraph shall have any effect on the applicability of its provisions with respect to any subsequent determination of convertibility. For the purposes of this subparagraph, beneficial ownership and all calculations, including without limitation, with respect to calculations of percentage ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the Regulations thereunder. Notwithstanding the foregoing, each Holder shall have the right to waive such restriction or increase such percentage upon sixty one (61) days' prior notice to the Company and to decrease any such percentage immediately upon written notice to the Company. No transferee of Preferred Stock shall be bound by such restriction unless the transferee expressly
No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Warrant shall not be exercisable by the Holder to the extent (but only to the extent) that, if exercisable by Holder, Holder would beneficially own in excess of 4.9% (the "Applicaxxx Xxrcentage") of the shares of Common Stock. For the 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 Exchange Act of 1934 (the "Exchange Act"), as amended, and Regulation 13D and G thereunder. For clarification, it is expressly a term of this Warrant that the limitations contained in this Section shall apply to each successor Holder. The holders of Common Stock of the Company shall be third-party beneficiaries of this Section 7(f) and the Company may not waive this Section 7(f) without the consent of holders of a majority of its Common Stock.
No Five Percent Holders. In no event shall a Warrantholder of this Warrant be entitled to receive shares of Common Stock upon exercise of this Warrant to the extent that the sum of (a) the number of shares of Common Stock beneficially owned by the Warrantholder and its affiliates (exclusive of shares of Common Stock issuable upon exercise of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other securities of the Company 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 exercise of this Warrant, would result in beneficial ownership by the Warrantholder and its affiliates of more than 4.99% 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 (a) above.
