Purchaser Ownership of Common Stock. In no event shall a Purchaser be permitted to use its ability to convert Debentures or exercise its Warrants to the extent that such conversion or exercise would result in that Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act and the rules thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of the Debentures held by such Purchaser after application of this Section. To the extent that the limitation contained in this Section applies, the determination of whether Debentures are convertible (in relation to other securities owned by a Purchaser) and of which Debentures are convertible shall be in the sole discretion of such Purchaser, and the submission of Debentures for conversion shall be deemed to be such Purchaser's determination of whether such Debentures are convertible (in relation to other securities owned by a Purchaser) and of which Debentures are convertible, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a Purchaser to convert Debentures at such time as such conversion will not violate the provisions of this Section. Notwithstanding anything to the contrary contained herein, if ten days have elapsed since a Purchaser has declared an event of default under any Transaction Document and such event shall not have been cured to such Purchaser's satisfaction prior to the expiration of such ten-day period, the provisions of this Section 3.8 shall be null and void AB INITIO.
Purchaser Ownership of Common Stock. The Purchaser agrees not to convert Shares or exercise its Warrants to the extent such conversion or exercise would result in the Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of the Shares held by such Purchaser after application of this Section. To the extent that the limitation contained in this Section applies, the determination of whether Shares are convertible (in relation to other securities owned by a Purchaser) and of which Shares are convertible shall be in the sole discretion of the Purchaser, and the submission of Shares for conversion shall be deemed to be such Purchaser's determination of whether such Shares are convertible (in relation to other securities owned by a Purchaser) and of which portion of such Shares are convertible, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of the Purchaser to convert Shares at such time as such conversion will not violate the provisions of this Section. The provisions of this Section will not apply to any conversion pursuant to Section 5(a)(ii) of the Certificates of Designation, and may be waived by the Purchaser upon not less than 75 days prior notice to the Company, and the provisions of this Section shall continue to apply until such 75th day (or later, if stated in the notice of waiver).
Purchaser Ownership of Common Stock. (a) Infinity may not use its ability to convert Shares hereunder or under the terms of the Certificates of Designation or to use its ability to acquire shares of Common Stock upon exercise of the Infinity Warrants and (b) Seacrest may not use its ability to convert the Seacrest C Preferred hereunder or under the terms of the Certificates of Designation, in each case of (a) and (b) above, to the extent that such conversion or exercise would result in such Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act) more than 4.9% of the outstanding shares of the Common Stock. The Company shall, promptly upon its receipt of a Holder Conversion Notice tendered by a Purchaser (or its sole designee) under the Certificates of Designation, and upon its receipt of a notice of exercise under the terms of the Infinity Warrants, notify such Purchaser by telephone and by facsimile of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares and Warrant Shares which would be issuable to such Purchaser (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice or exercise requested in such exercise notice were effected in full, whereupon, notwithstanding anything to the contrary set forth in the Certificates of Designation or the Infinity Warrants, such Purchaser may within one Trading Day of its receipt of the Company notice required by this Section by telephone or by facsimile revoke such conversion or exercise to the extent (in whole or in part) that it determines that such conversion or exercise would result in such Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act) in excess of 4.9% of such outstanding shares of Common Stock.
Purchaser Ownership of Common Stock. The Purchaser may not use its ability to convert Shares hereunder or under the terms of the Certificate of Designation or to exercise the Warrant to the extent that such conversion or exercise would result in the Purchaser owning more than 4.9% of the outstanding shares of the Common Stock. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Purchaser (or its designee) under the Certificate of Designation and upon an exercise of any portion of the Warrant, notify the Purchaser of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares which would be issuable to the Purchaser (or its designee, as the case may be) if the conversion or exercise requested in such Conversion Notice or exercise notice were effected in full, whereupon, notwithstanding anything to the contrary set forth in the Certificate of Designation or the Warrant, the Purchaser shall revoke such conversion or exercise to the extent that it determines that such conversion or exercise would result in the Purchaser owning in excess of 4.9% of such outstanding shares of Common Stock.
Purchaser Ownership of Common Stock. The Purchaser may not use its ability to convert Shares hereunder or under the terms of the Certificate of Designation to the extent that such conversion would result in the Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act) more than 4.99% of the outstanding shares of the Common Stock; provided, however, that if ten days shall have elapsed since the Purchaser has declared an event of default under any Transaction Document and such event shall not have been cured to the Purchaser's satisfaction prior to the expiration of such ten-day period, the provisions of this Section 4.10 shall be null and void ab initio.
Purchaser Ownership of Common Stock. The Purchaser may not use its ability to convert Shares hereunder or under the terms of the Certificate of Designation to the extent that such conversion would result in the Purchaser owning more than 4.9% of the outstanding shares of the Common Stock; PROVIDED, HOWEVER, that this Section 4.13 shall not affect the Company's right under Section 5 of the Certificate of Designation to force the Purchaser to convert Shares under the circumstances set forth in such section. The Company shall, promptly upon its receipt of a Holder Conversion Notice tendered by the Purchaser (or its designee) under the Certificate of Designation, notify the Purchaser of the number of shares of Common Stock outstanding on such date and the number of Underlying Shares which would be issuable to the Purchaser (or its designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full, whereupon, notwithstanding anything to the contrary set forth in the Certificate of Designation, the Purchaser may revoke such conversion or exercise to the extent that it determines that such conversion or exercise would result in the Purchaser owning in excess of 4.9% of such outstanding shares of Common Stock.
Purchaser Ownership of Common Stock. No Purchaser may use its ability to convert Shares hereunder or under the terms of the Certificates of Designation or use its ability to acquire shares of Common Stock upon exercise of the Warrants, to the extent that such conversion or exercise would result in the Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act) more than 4.999% of the outstanding shares of the Common Stock; provided, however, that if ten days shall have elapsed since any Purchaser has declared a default by the Company under any Transaction Document, such default shall cause such Purchaser to exceed such 4.999% limit and such default shall not have been cured to such Purchaser's satisfaction prior to the expiration of such ten-day period, the provisions of this Section 3.8 shall be null and void ab initio as to such Purchaser. Notwithstanding anything to the contrary contained herein, the provisions of this Section 3.8 shall have no effect on the Company's obligation to issue shares of Common Stock to the Purchasers upon receipt or delivery of any conversion or exercise notice. The terms and conditions of this Section shall not apply to any conversion of Shares at the option of the Company pursuant to Section 5(a)(ii) of the Certificate of Designation.
Purchaser Ownership of Common Stock. The Purchaser may not use its ability to convert Preferred Stock hereunder or use its ability to acquire Warrant Shares upon exercise of the Warrants, to the extent that such conversion or exercise would result in the Purchaser beneficially owning (for purposes of Rule 13d-3 under the Exchange Act) more than 4.999% of the outstanding shares of the Common Stock; provided, however, that if ten (10) days shall have elapsed since Purchaser has declared an event of default under any Transaction Document and such event shall not have been cured to Purchaser's satisfaction prior to the expiration of such ten-day period, the provisions of this Section 3.8 shall be null and void ab initio.
Purchaser Ownership of Common Stock. Each Purchaser or any of its Affiliates may not use its ability to convert Shares hereunder or under the terms of the Certificate of Designation or to use its ability to acquire shares of Common Stock upon exercise of the Warrant, to the extent that such conversion or exercise would result in the Purchasers beneficially owning (for purposes of Rule 13d-3 under the Exchange Act, but without taking into account shares of Common Stock that would otherwise be deemed beneficially owned by virtue of the conversion or exercise of the remaining unconverted or unexercised Shares, Warrants or other securities of the Company beneficially owned by the Purchasers or their Affiliates having similar limitations on conversion or exercise) more than 9.999% of the outstanding shares of the Common Stock. The Company undertakes to promptly, upon its receipt of a notice of conversion of Shares or exercise of the Warrants, notify such Purchaser of the number of shares of Common Stock which it computes would be issuable to such Purchaser or any of its Affiliates if the requested conversion or exercise were effected in full; provided, however, if such conversion or exercise would result in the Purchasers beneficially owning in excess of 9.999% of the outstanding shares of Common Stock on such date, such Purchaser hereby consents to the Company converting or exercising up to an amount at which the Purchasers would beneficially own 9.999% of the outstanding shares of Common Stock; provided, however, that if ten days shall have elapsed since such Purchaser has declared an event of default under any Transaction Document and such event shall not have been cured to such Purchaser's satisfaction prior to the expiration of such ten-day period, the provisions of this Section 3.8 shall be null and void ab initio. Notwithstanding the foregoing, each Purchaser shall have the right to amend the foregoing restrictions in this Section 3.8 by decreasing such percentage applicable to it, immediately upon delivering written notice to the Company.
Purchaser Ownership of Common Stock. The Purchaser may not use its ability to convert Shares hereunder or under the terms of the Certificate of Designation to the extent that such conversion would result in the Purchaser owning more than 4.9% of the outstanding shares of the Common Stock. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Purchaser (or its designee) under the Certificate of
