Common use of Conversion Limit Clause in Contracts

Conversion Limit. In no event, at any time that the Company has any class of its securities registered under Section 12(b) or Section 12(g) of the Exchange Act, shall the holder be entitled to convert any portion of the holder's Note in excess of that portion of the holder's Note upon conversion of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Company (including, without limitation, the warrants issued by the Company pursuant to this Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the holder's Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of this Agreement, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D-G thereunder, except as otherwise provided in clause (i) above. The holder may waive the provisions of this Section 18(a)(iii) as to itself (and solely as to itself) (i) upon not less than 61 days' prior notice to the Company, and the provisions of this Section 18(a)(iii) shall continue to apply until such 61st day (or such later date as may be specified in such notice of waiver) or (ii) upon the occurrence of any event under Section 18(f)(i). No conversion in violation of this Section 18(a)(iii), but otherwise in accordance here, shall affect the status of the Common Stock issued upon such conversion as validly issued, fully-paid and nonassessable.

Conversion Limit. In no event, at any time that the Company has any class of its securities registered under Section 12(b) or Section 12(g) of the Exchange Act, event shall the holder Holder be entitled to convert any portion of the holder's Note this Debenture in excess of that portion of the holder's Note this Debenture upon conversion of which the sum of (i) the number of shares of Common Stock beneficially owned by the holder Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes Debentures or the unexercised or unconverted portion of any other security of the Company (including, without limitation, the warrants issued by the Company pursuant to this the Purchase Agreement) subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (ii) the number of shares of Common Stock issuable upon the conversion of the portion of the holder's Note this Debenture with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder Holder and its affiliates of more than 4.999.99% of the outstanding shares of Common Stock. For purposes of this Agreement, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (i) above. The holder Holder may waive the provisions of this Section 18(a)(iii1.1(c) as to itself (and solely as to itself) (i) upon not less than 61 75 days' prior notice to the Company, and the provisions of this Section 18(a)(iii1.1(c) shall continue to apply until such 61st 75th day (or such later date as may be specified in such notice of waiver) or (ii) upon the occurrence of any event under Section 18(f)(i1.6(b). No conversion in violation of this Section 18(a)(iii1.1(c), but otherwise in accordance herewith this Debenture, shall affect the status of the Common Stock issued upon such conversion as validly issued, fully-paid and nonassessable.