Xxxxxx’s Conversion Limitations. The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’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 Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to ve...
Xxxxxx’s Conversion Limitations i. The Company shall not be obligated to issue any shares of Common Stock pursuant to the terms of this Debenture, and the Holder shall not have the right to receive pursuant to the terms of this Debenture any shares of Common Stock, if the issuance of such shares of Common Stock, when aggregated with the Shares issued pursuant to the Purchase Agreement, would exceed 3,005,877 shares of Common Stock (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the NYSE American for issuances of Common Stock in excess of such amount. Until such approval or written opinion is obtained, the Holder shall not be issued in the aggregate, pursuant to the terms of the Debentures, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the principal amount of Debentures issued to the Holder pursuant to the Purchase Agreement on all Closing Dates and the denominator of which is the aggregate principal amount of all Debentures issued to the Holder pursuant to the Purchase Agreement on all Closing Dates (the “Exchange Cap Allocation”). In the event that the Holder shall sell or otherwise transfer any of the Debentures, the transferee shall be allocated a pro rata portion of the Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Debentures shall convert all of the Debentures into a number of shares of Common Stock which, in the aggregate, is less than the Exchange Cap Allocation, then the difference between the Exchange Cap Allocation and the number of shares of Common Stock actually issued to the Holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Debentures on a pro rata basis in proportion to the aggregate principal amount of the Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Conversion Shares for which a Conversion Notice has been received as a result of the operation of this Section 4(d)(i), then unless the Holder elects to void such conversion, the Holder may require the Company to pay to the Holder within three (3) Trading Days of the attempted conversion, cash in exchange for cancellation of the Conv...
Xxxxxx’s Conversion Limitations. (i) The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), except to the extent that the Holder already owns in excess of the Beneficial Ownership Limitation as of the Conversion Date.
Xxxxxx’s Conversion Limitations. Borrower shall not effect any conversion/exchange of this Note, and Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to the conversion/exchange, the Holder (together with the Holder’s affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s affiliates) would beneficially own in excess of the shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date.
Xxxxxx’s Conversion Limitations i. Notwithstanding anything to the contrary, the Holder shall not convert more than $100,000 worth of principal and accrued but unpaid interest of this Debenture in any 1 week.
Xxxxxx’s Conversion Limitations
