Percent Limitation. On each Closing Date, the number of Put Shares then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Registrable Securities then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning no more than 4.999% of all of such Class A Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section, in the event that the amount of Class A Common Stock outstanding as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount of Class A Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating all purchases of Class A Common Stock made pursuant to this Agreement and, if any, Warrant Shares and Blackout Shares, would own more than 4.999% of the Class A Common Stock following such Closing Date.
Appears in 8 contracts
Samples: Private Equity Line Agreement (Fonix Corp), Fourth Private Equity Line Agreement (Fonix Corp), Seventh Private Equity Line Agreement (Fonix Corp)
