No Five Percent Holders. Notwithstanding anything to the contrary contained herein, the Debenture 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 shares of Common Stock. To the extent the foregoing limitation applies, the determination of whether a Debenture shall be convertible (vis-a-vis other securities owned by such Holder) and of which Debenture shall be converted shall be in the sole discretion of the Holder and the submission of the Debenture for conversion shall be deemed to be the Holder's determination of whether such Debenture is convertible and of which Debenture is convertible, subject to such aggregate percentage limitation. No prior inability to convert Debentures pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For the purposes of this Section, 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 Regulation 13D and G thereunder. The provisions of this Section may be amended and/or implemented in a manner otherwise than in strict conformity with the terms of this Section with the approval of the Board of Directors of the Company and the Majority Holders: (i) with respect to any matter to cure any ambiguity herein, to correct this subsection (or any portion thereof) which may be defective or inconsistent with the intended 4.9% beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such 4.9% limitation; and (ii) with respect to any other matter, with the further consent of the holders of majority of the then outstanding shares of Common Stock; the provisions of this Section may be waived with the approval of the Majority Holders upon ninety (90) days prior written notice from such Holders to the Company and all other Holders. The limitations contained in this Section shall apply to a successor Holder of Debentures if, and to the extent, elected by such successor Holder concurrently with its acquisition of such Debentures, such election to be promptly confirmed in writing to the Company (provided no transfer or series of transfers to a successor Holder or Holders shall be used by...
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 Note shall not be convertible by a Holder to the extent (but only to the extent) that, if convertible by such Holder, such 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 related thereto shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations. For clarification, it is expressly a term of this security that the limitations contained in this paragraph shall apply to each successor Holder. The restriction contained in this Section 3.3(b) 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 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.
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. 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 (including, without limitation, the Warrants) 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 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 (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. In no event shall Holder be entitled to receive shares of Class A Common Stock upon a conversion to the extent that the sum of (x) the number of shares of Class A 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 Class A 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 the holder and its affiliates of more than 4.9% 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 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 Class A Common Stock and the Holder shall approve such alteration, amendment, deletion or change.
No Five Percent Holders. Notwithstanding anything to the ----------------------- contrary contained herein, the Series A Preferred Stock shall not be convertible by a Holder to the extent (but only to the extent) that, if convertible by such Holder, such Holder would be the beneficial owner of more than of 4.99% (9.99% in the case of a mandatory conversion pursuant to Section IV.H. below) (the "Applicable Percentage") of the shares of Common Stock. For the purposes of --------------------- this paragraph, beneficial ownership and all determinations and calculations related thereto shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and all applicable rules and regulations. For clarification, it is expressly a term of this security that the limitations contained in this paragraph shall apply to each successor Holder.
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.
