Second Closing Limitation Sample Clauses

Second Closing Limitation. A Second Closing may not take place in connection with that amount of Second Closing Shares to be sold to a Subscriber which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by such Subscriber on the Second Closing Date, and (z) the number of Second Closing Shares with respect to which the determination of this proviso is being made on a Second Closing Date, which would result in beneficial ownership by the Subscriber of more than 9.99% of the outstanding shares of Common Stock of the Company on the Second Closing Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Subscriber may revoke the restriction described in this paragraph upon and effective after 61 days prior notice to the Company. The Subscriber shall have the right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in the 9.99% amount described above and which shall be allocated to the excess above 9.99%, except that the Warrant Shares issuable upon exercise of the Second Closing Warrants will all be allocated to the amount above 9.99%.

Second Closing Limitation. A Second Closing may not take place in connection with that amount of Second Closing Shares which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by a Subscriber on the Effective Date, and (z) the number of shares of Second Closing Shares with respect to which the determination of this proviso is being made on the Effective Date, which would result in beneficial ownership by the Subscriber of more than 9.99% of the outstanding shares of Common Stock of the Company on the Effective Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Subscriber may revoke the restriction described in this paragraph upon 75 days prior notice to the Company. The Subscriber shall have the right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in the 9.99% described above and which shall be allocated to the excess above 9.99%.

Second Closing Limitation. A Second Closing may not take place in connection with that amount of Second Closing Shares to be sold to a Subscriber which would be in excess of the sum of (y) the number of shares of Common Stock beneficially owned by such Subscriber on the Second Closing Date, and (z) the number of Second Closing Shares with respect to which the determination of this proviso is being made on a Second Closing Date, which would result in beneficial ownership by the Subscriber of more than 9.99% of the outstanding shares of Common Stock of the Company on the Second Closing Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.

Second Closing Limitation. The number of Second Tranche Shares may be reduced on the Second Closing such that that amount of Second Tranche Shares issued on the Second Closing Date, when combined with the number of shares of Common Stock beneficially owned by the Subscriber on the Effective Date would not result in beneficial ownership by the Subscriber of more than 9.99% of the outstanding shares of Common Stock of the Company on the Effective Date. For the purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act, as amended, and Regulation 13d-3 thereunder. The Subscriber may revoke the restriction described in this paragraph upon 75 days prior notice to the Company. The Subscriber shall have the right to determine which of the equity of the Company deemed beneficially owned by the Subscriber shall be included in the 9.99% described above and which shall be allocated to the excess above 9.99%.