Common use of Restrictions on Conversion of Shares Clause in Contracts

Restrictions on Conversion of Shares. Notwithstanding anything to the contrary contained herein, no COES Preferred Shares may be converted by a Holder to the extent that, after giving effect to the Conversion Shares issued pursuant to a Notice of Conversion, the total number of shares of CXI Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of COES Preferred Shares or COES Warrants or ownership of other securities that have limitations on a Holder's rights to convert or exercise similar to those limitations set forth herein), together with all shares of CXI Common Stock deemed beneficially owned by Holdxx'x "affiliates" (as defined in Rule 144 under the Securities Act) that would be aggregate for purposes of determining whether a group under Section 13(d) of the Exchange Act exists, would exceed 4.99% of the total issued and outstanding shares of CXI Common Stock, provided that each Holder shall have the right to waive this restriction, in whole or in part, immediately in case of a pending Change in Control Transaction and in any other case upon 61 days prior notice to the Parent Company and the Subsidiary Company. The delivery of a Notice of Conversion by any Holder shall be deemed a presentation by such Holder it is in compliance with this Section 5.8. A transferee of COES Preferred Shares shall not be bound by this provision unless it expressly agrees to be so bound. The term "deemed beneficially owned" as used in this Section 5.8 shall exclude shares that might otherwise be deemed beneficially owned by reason of the convertibility of the COES Preferred Shares.