Common use of Restrictions on Exercise Amount Clause in Contracts

Restrictions on Exercise Amount. Notwithstanding any contrary or inconsistent provision hereof, the holder may not acquire a number of Warrant Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act (including shares held by any "group" of which the holder is a member) exceeds 4.95% of the total number of shares of Common Stock of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap"). For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. The Company shall have no obligation to verify compliance with this Section 2.3, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation of the Holder that the number of shares of Common Stock to be acquired pursuant to such exercise notice shall be in compliance with the Beneficial Ownership Cap.

Restrictions on Exercise Amount. Notwithstanding any contrary (i) Unless Vision Opportunity Master Fund, Ltd. (“Vision”) delivers to the Company irrevocable written notice prior to the date of issuance hereof or inconsistent provision hereofsixty-one days prior to the effective date of such notice that this Section 2.5(i) shall not apply to Vision, the holder Vision may not acquire a number of shares of Common Stock upon exercise of this Warrant Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's Vision’s for purposes of Section 13(d) of the Exchange Act (including shares held by any "“group" ” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 4.959.99% of the total number of shares of Common Stock of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap")outstanding. For purposes hereof, "“group" ” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder Vision shall be determined in a manner consistent with the provisions of Section 13(d) of the Securities Exchange ActAct of 1934, as amended. The Each delivery of a notice of exercise by Vision will constitute a representation by Vision that it has evaluated the limitation set forth in this paragraph and determined, based on the most recent public filings by the Company shall have no obligation to verify compliance with this Section 2.3, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be Commission, that the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation issuance of the Holder that the full number of shares of Common Stock to be acquired pursuant to requested in such notice of exercise notice shall be in compliance with the Beneficial Ownership Capis permitted under this paragraph.

Restrictions on Exercise Amount. Notwithstanding any contrary Unless a Holder delivers to the Company irrevocable written notice prior to the date of issuance hereof or inconsistent provision hereofsixty-one days prior to the effective date of such notice that this Section 2.4 shall not apply to such Holder, the holder Holder may not acquire a number of Warrant Shares to the extent that, upon such exercise, the number of shares of Common Stock Shares then beneficially owned by such holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock Shares would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act (including shares held by any "group" of which the holder is a member) exceeds 4.95% of the total number of shares of Common Stock Shares of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap"). For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. The Company shall have no obligation to verify compliance with this Section 2.32.4, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation of the Holder that the number of shares of Common Stock Shares to be acquired pursuant to such exercise notice shall be in compliance with the Beneficial Ownership Cap.

Restrictions on Exercise Amount. Notwithstanding any contrary (i) Unless a Holder delivers to the Company irrevocable written notice prior to the date of issuance hereof or inconsistent provision hereofsixty-one days prior to the effective date of such notice that this Section 2.4(i) shall not apply to such Holder, the holder Company shall not issue to the Holder, and the Holder may not acquire acquire, a number of shares of Warrant Shares Stock to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act (including shares held by any "“group" ” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 4.95would exceed 9.9% of the total number of shares of Common Stock of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap")outstanding. For purposes hereof, "“group" ” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. The Each delivery of a notice of exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined, based on the most recent public filings by the Company shall have no obligation to verify compliance with this Section 2.3, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be Commission, that the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation issuance of the Holder that the full number of shares of Common Warrant Stock to be acquired pursuant to requested in such notice of exercise notice shall be in compliance with the Beneficial Ownership Capis permitted under this paragraph.

Restrictions on Exercise Amount. Notwithstanding any contrary or inconsistent provision hereof, the holder Holder may not acquire a number of Warrant Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act (including shares held by any "group" of which the holder is a member) exceeds 4.95% 9.95%* of the total number of shares of Common Stock of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap"); provided, however, that the Holder may acquire a number of Warrant Shares that would cause the Holder to exceed the Beneficial Ownership Cap upon 61 days' prior written notice of its intent thereof to the Company. For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. The Company shall have no obligation to verify compliance with this Section 2.3, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation of the Holder that the number of shares of Common Stock to be acquired pursuant to such exercise notice shall be in compliance with the Beneficial Ownership Cap.

Restrictions on Exercise Amount. Notwithstanding any contrary (a) Unless a Holder delivers to the Company irrevocable written notice prior to the date of issuance hereof or inconsistent provision hereof61 days prior to the effective date of such notice that this Section 2.5(a) shall not apply to such Holder, the holder Holder may not acquire a number of shares of Common Stock upon exercise of this Warrant Shares to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by such holder and its Affiliates affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act (including shares held by any "“group" ” of which the holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) exceeds 4.95(9).99% of the total number of shares of Common Stock of the Company then issued and outstanding (such limitation being herein referred to as the "Beneficial Ownership Cap")outstanding. For purposes hereof, "“group" ” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Securities Exchange ActAct of 1934, as amended. The Each delivery of a notice of exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined, based on the most recent public filings by the Company shall have no obligation to verify compliance with this Section 2.3, other than to issue Warrant Shares in accordance with the exercise notice of each Holder. It shall be Commission, that the responsibility of each Holder to determine such Holder's compliance with the Beneficial Ownership Cap, and the Holder's exercise notice shall be deemed a representation issuance of the Holder that the full number of shares of Common Stock to be acquired pursuant to requested in such notice of exercise notice shall be in compliance with the Beneficial Ownership Capis permitted under this paragraph.