Purchaser’s Exercise Limitations Sample Clauses

Purchaser’s Exercise Limitations. The Company shall not effect any exercise of the rights granted to Purchaser in Section 4.16 of this Agreement with respect to a Subsequent Financing or Section 4.22, and a Purchaser shall not have the right to exercise any portion of such right, pursuant to Section 4.16 or 4.22, to the extent that after giving effect to such exercise the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Purchaser and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the right with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of the rights with respect to a Subsequent Financing by the Purchaser or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Purchaser or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.19, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Purchaser that the Company is not representing to the Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and the Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4.19 applies, the determination of whether the option is exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of the rights is exercisable shall be in the sole discretion of the Purchaser, and exercise by Purchaser shall be deemed to be the Purchaser’s determination of whether such rights are exercisable (in relation to other securities owned by the Purchaser together with any Affiliates) and of which portion of such rights is ...

Purchaser’s Exercise Limitations. The Company shall not effect any exercise of the rights granted in Section 4.17 of this Agreement, and a Purchaser shall not have the right to exercise any portion of such rights granted in Section 4.17 to the extent that after giving effect to such exercise, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Note), applied in the manner set forth in the Note.

Purchaser’s Exercise Limitations. The Company shall not effect any exercise of the rights granted in this Agreement, and the Purchaser shall not have the right to exercise any portion of such rights granted in this Agreement to the extent that after giving effect to such exercise, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Convertible Debenture), applied in the manner set forth in the Convertible Debenture. In such event the right by Purchaser to benefit from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance until such times as such excess shares shall not exceed the Beneficial Ownership Limitation.

Purchaser’s Exercise Limitations. The Company shall not effect exercise of the rights granted in Section 4.18 of this Agreement, and a Significant Purchaser shall not have the right to exercise any portion of such rights granted in Section 4.18 only to the extent that after giving effect to such exercise, the Significant Purchaser would beneficially own in excess of the Beneficial Ownership Limitation. In such event the right of such Significant Purchaser to benefit from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance until such times, not than twelve (12) months after such rights are triggered, as receipt of such excess shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with all obligations of an investor in the Subsequent Financing including the delivery of subscription payments thereunder.

Purchaser’s Exercise Limitations. From and after the occurrence of a Going Public Event, the Company shall not effect any exercise of the rights granted in Section 4.19 of this Agreement, and a Purchaser shall not have the right to exercise any portion of such rights granted in Section 4.19 to the extent that after giving effect to such exercise, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined in the Note), applied in the manner set forth in the Note.

Purchaser’s Exercise Limitations. The Company shall not effect exercise of the rights granted in Sections 4.17 and 4.23 of this Agreement, and a Purchaser shall not have the right to exercise any portion of such rights granted in Sections 4.17 and 4.23 only to the extent that after giving effect to such exercise, the Purchaser, would beneficially own in excess of the Beneficial Ownership Limitation. In such event the right by Purchaser to benefit from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance until such times as such excess shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with the Purchaser’s other obligations in connection with the exercise by Purchaser of its rights pursuant to Sections 4.17 and 4.23. The Purchaser shall not exceed the Beneficial Ownership Limitation and shall not instruct the Company to issue Shares to the Purchaser in excess of the Beneficial Ownership Limitation. For the avoidance of doubt, (i) the Company, when acting in good faith at the time of exercise or conversion, shall have no liability for exercises or conversions that are not in compliance with the Beneficial Ownership Limitation and (ii) no Securities issuable in connection with the Transaction Documents shall be issued by the Company prior to obtaining Shareholder Approval that would otherwise cause Company to issue Securities to the Purchaser in excess of 24.99% of the Ordinary Shares outstanding (including any existing Ordinary Shares then held by Purchaser).