Common use of Certain Conversion Restrictions Clause in Contracts

Certain Conversion Restrictions. (A) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon conversion of this Debenture (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Notice of Conversion hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares of Common Stock requested in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Debentures.

Certain Conversion Restrictions. (Ai) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Debentures (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9999.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Holder Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Underlying Shares issuable in respect of such Conversion Notice does not violate the restriction contained in this paragraph. This provision shall not restrict the number of shares of Common Stock requested in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the which a Holder may waive receive or beneficially own in order to determine the provisions amount of this Sectionsecurities or other consideration that such Holder may receive in the event of a merger, but (i) any such waiver sale or increase will not be effective until other business combination or reclassification involving the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of DebenturesCompany as contemplated herein.

Certain Conversion Restrictions. (A) Notwithstanding anything to the contrary contained hereinherein other than a conversion pursuant to Paragraphs A or B of Article VIII, the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Designated Preferred Stock (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9999.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion)Stock. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this paragraph section and determined that issuance of the full number of Underlying Shares requested in such Conversion Notice is permitted. This provision shall not restrict the number of shares of Common Stock requested in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the which a Holder may waive receive or beneficially own in order to determine the provisions amount of this Section, but (i) any securities or other consideration that such waiver Holder may receive in the event of a merger or increase will not be effective until other business combination or reclassification involving the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of DebenturesCompany as contemplated in Article VIII herein.

Certain Conversion Restrictions. (Ai) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder Investor upon conversion of this Debenture the Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Investor and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Notice of Conversion hereunder will constitute a representation by This provision shall not restrict the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares of Common Stock requested which an Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Notice Investor may receive in the event of Conversion is permitted under a Fundamental Transaction involving the Company as contemplated in Section 11 of this paragraphNote. By written notice to the Company, the Holder an Investor may waive the provisions of this Section, Section 5(b)(i) as to itself but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, delivery thereof and (ii) any such waiver will apply only to the Holder and not to shall have no effect on any other holder of DebenturesInvestor.

Certain Conversion Restrictions. (A) Notwithstanding anything to the contrary contained herein, the number of A Holder may not convert Debentures or receive shares of Common Stock that may be acquired by the Holder upon conversion as payment of this Debenture (or otherwise in respect hereof) shall be limited interest hereunder to the extent necessary to insure that, following such conversion (or other issuance), the total number receipt of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock interest payment would be aggregated with result in the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% together with any affiliate thereof, beneficially owning (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be as determined in accordance with Section 13(d) of the Exchange Act (as defined in Section 5) and the rules and regulations promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interests on, Debentures held by such Holder after application of this Section. Each delivery of a Notice of Conversion hereunder will constitute a representation by Since the Holder that it has evaluated will not be obligated to report to the limitation set forth in this paragraph and determined that issuance of Company the full number of shares of Common Stock requested it may hold at the time of a conversion hereunder, unless the conversion at issue would result in such Notice the issuance of Conversion is permitted under shares of Common Stock in excess of 4.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this paragraphSection will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Debentures are convertible shall be the responsibility and obligation of the Holder. By written The provisions of this Section may be waived by a Holder upon not less than sixty-one (61) days prior notice to the Company, the Holder may waive the provisions of this Section, but (i) . Other Holders shall be unaffected by any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Debentureswaiver.

Certain Conversion Restrictions. (A) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9999.999% (the "Maximum PercentagePERCENTAGE CAP") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Notice of Conversion hereunder will constitute a representation Additionally, by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares of Common Stock requested in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this SectionSection 5(c) or increase or decrease the Percentage Cap to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of DebenturesWarrants. The Company shall have no obligation to determine the beneficial ownership of any Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Sections 13(d) and 16 of the Exchange Act. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein.

Certain Conversion Restrictions. (Ai) Notwithstanding anything to the contrary contained herein, the number of A Holder may not convert this Debenture or receive shares of Common Stock that may be acquired by the Holder upon conversion as payment of this Debenture (or otherwise in respect hereof) shall be limited interest hereunder to the extent necessary to insure that, following such conversion (or other issuance), the total number receipt of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock interest payment would be aggregated with result in the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% together with any affiliate thereof, beneficially owning (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Holder after application of this Section. Each delivery of a Notice of Conversion hereunder will constitute a representation by Since the Holder that it has evaluated will not be obligated to report to the limitation set forth in this paragraph and determined that issuance of Obligor the full number of shares of Common Stock requested it may hold at the time of a conversion hereunder, unless the conversion at issue would result in such Notice the issuance of Conversion is permitted under this paragraph. By written notice shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the CompanyHolder or an affiliate thereof, the Holder may waive shall have the provisions authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Section, but (i) any such waiver or increase will not Debenture is convertible shall be effective until the 61st day after such notice is delivered to the Company, responsibility and (ii) any such waiver will apply only to the Holder and not to any other holder obligation of Debentures.the

Certain Conversion Restrictions. (A) Notwithstanding anything Subject to the contrary contained hereinSection 6(b)(i)(B), the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Threshold Percentage") or 9.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation limitations set forth in this paragraph Section 6(b)(i)(A) and has determined that issuance of the full number of shares Underlying Shares issuable in respect of Common Stock requested such Conversion Notice does not violate the restrictions contained in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of DebenturesSection 6(b)(i)(A).

Certain Conversion Restrictions. (A) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder an Investor upon each conversion of this Debenture Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Investor and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's such Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.9994.99% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion) (subject to change as described below, the “Maximum Percentage”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Notice of Conversion hereunder will constitute a representation by This provision shall not restrict the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares of Common Stock requested which an Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Notice Investor may receive in the event of Conversion is permitted under this paragrapha Fundamental Transaction (defined below) involving the Company. For any reason at any time, upon the written or oral request of the Investor, the Company shall within one (1) Business Day confirm orally and in writing to the Investor the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder Investor may waive increase or decrease the provisions Maximum Percentage to any other percentage not in excess of this Section, but 9.99% specified in such notice; provided that (i) any such waiver increase or increase decrease will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such waiver increase or decrease will apply only to the Holder Investor and not to any other holder of DebenturesNotes. Except as set forth in the preceding sentence, this restriction may not be waived, and notwithstanding anything to the contrary in any Transaction Document, may not be amended by agreement of the parties. To the extent that the limitation contained in this Section 5(b) applies, the determination of whether this Note is convertible (in relation to other securities owned by such Investor together with any Affiliates) and of which a portion of this Note is convertible shall be in the sole discretion of a Investor, and the submission of a Conversion Notice shall be deemed to be each Investor’s determination of whether this Note is convertible (in relation to other securities owned by such Investor together with any Affiliates) and of which portion of this Note is convertible, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination other than its obligation in this Section 5(b) above to, upon the Investor’s request, confirm orally and in writing to the Investor the number of shares of Common Stock then outstanding.

Certain Conversion Restrictions. (Ai) Notwithstanding anything Subject to the contrary contained hereinSection 6(b)(ii), the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Threshold Percentage") or 9.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation limitations set forth in this paragraph Section 6(b)(i) and has determined that issuance of the full number of shares Underlying Shares issuable in respect of Common Stock requested such Conversion Notice does not violate the restrictions contained in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of DebenturesSection 6(b)(i).

Certain Conversion Restrictions. (Ai) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Debentures (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares Underlying Shares issuable in respect of Common Stock requested such Conversion Notice does not violate the restriction contained in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, Section but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Debentures. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein.

Certain Conversion Restrictions. (Ai) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder Investor upon conversion of this Debenture the Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Investor and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's Investor’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Notice of Conversion hereunder will constitute a representation by This provision shall not restrict the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of shares of Common Stock requested which a Investor may receive or beneficially own in order to determine the amount of securities or other consideration that such Notice Holder may receive in the event of Conversion is permitted under a Change of Control involving the Company as contemplated in Section 11 of this paragraphNote. By written notice to the Company, the Holder a Investor may waive the provisions of this Section, Section 5(b)(i) as to itself but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, delivery thereof and (ii) any such waiver will apply only to the Holder and not to shall have no effect on any other holder of DebenturesInvestor.

Certain Conversion Restrictions. (A) Notwithstanding anything i)Subject to the contrary contained herein, Section 6(b)(ii). the number of shares of Common Stock that may be acquired by the a Holder upon any conversion of this Debenture Notes (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the such Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% (the "Threshold Percentage") or 9.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of a Conversion Notice of Conversion hereunder will constitute a representation by the applicable Holder that it has evaluated the limitation limitations set forth in this paragraph Section 6(b)(i) and has determined that issuance of the full number of shares Underlying Shares issuable in respect of Common Stock requested such Conversion Notice does not violate the restrictions contained in such Notice of Conversion is permitted under this paragraph. By written notice to the Company, the Holder may waive the provisions of this Section, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of DebenturesSection 6(b)(i).