Conversion Restriction Clause Samples

Conversion Restriction. Notwithstanding anything to the contrary set forth in Section 5 of this Certificate of Designation, at no time may a holder of shares of Series A Preferred Stock convert shares of the Series A Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by such holder at such time, the number of shares of Common Stock which would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) more than 9.99% of all of the Common Stock outstanding at such time; provided, however, that upon a holder of Series A Preferred Stock providing the Company with sixty-one (61) days notice (pursuant to Section 5(i) hereof) that such holder would like to waive Section 7 of this Certificate of Designation with regard to any or all shares of Common Stock issuable upon conversion of Series A Preferred Stock, this Section 7 shall be of no force or effect with regard to those shares of Series A Preferred Stock referenced in the Waiver Notice.

Conversion Restriction. The Company agrees and confirms that no Notice shall be effective, and the Conversion Right shall be suspended and of no force and effect, and no mandatory conversion of Shares into Common Stock pursuant to Section 4(f) of the COD shall be permitted, at any time or times that either: (A) an effective registration statement under the Securities Act of 1933, as amended (the “Act”) covering the sale of the Common Stock underlying the Shares by each of the Subscribers is not available or (B) Subscribers are unable to sell the Common Stock underlying the Shares without restriction under an applicable exemption from registration under the Act, including without limitation, Rule 144 thereof.

Conversion Restriction. A Buyer will not submit a Conversion Notice (as defined in the Certificate of Designation) unless, individually or in the aggregate, Buyer(s) have submitted one or more Conversion Notices for the conversion of at least 200 shares of Preferred Stock on the same day. Notwithstanding the foregoing, nothing shall restrict an individual Buyer from submitting a Conversion Notice for the Conversion of less than 200 shares of Preferred Stock if (i) such Buyer on the Conversion Date holds less than 200 shares of Preferred Stock and (ii) such Buyer submits a Conversion Notice for all Preferred Shares held by such Buyer.

Conversion Restriction. Notwithstanding anything herein to the contrary, at no time may a holder of Class A Preference Shares convert (or have its Class A Preference Shares converted pursuant to a Redemption) the Class A Preference Shares if the number of Class A Ordinary Shares to be issued pursuant to such conversion or Redemption would exceed, when aggregated with all other Class A Ordinary Shares owned by such holder at such time, the number of Class A Ordinary Shares which would result in such holder owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) more than 4.99% of all of the Class A Ordinary Shares outstanding at such time; provided, however, that upon a holder of Class A Preference Shares providing the Company with sixty-one (61) days’ notice (pursuant to Section 6(g) hereof) (the “Waiver Notice”) that such holder would like to waive this Section 6(m) of this Certificate of Designation with regard to any or all Class A Ordinary Shares issuable upon conversion of Class A Preference Shares, this Section 6(m) shall be of no force or effect with regard to those Class A Preference Shares referenced in the Waiver Notice, Notwithstanding the foregoing, in no instance shall the Company issue that number of Ordinary Shares to any holder of Class A Preference Shares such that the holder would be the beneficial owner of more than 9.99% of all of the Class A Ordinary Shares outstanding at such time. This 9.99% limitation may not be waived. Further, and notwithstanding anything herein to the contrary, the aggregate number of Class A Ordinary Shares that the Company may issue in connection with the conversion of Class A Preference Shares as provided for herein may not exceed that number of shares which equals 19.99% of the Company’s issued and outstanding Class A Ordinary Shares as of the initial Issuance Date (rounded down to the nearest full share) (the “Exchange Cap”), unless shareholder approval is obtained to issue more than the Exchange Cap in accordance with the rules of the principal market for the Class A Ordinary Shares, provided that the Company may or may not seek such shareholder approval in its sole discretion.

Conversion Restriction. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may a holder of shares of Series A convert shares of Series A if the number of shares of Common Stock to be issued pursuant to such conversion would cause the number of shares of Common Stock owned by such holder at such time to equal or exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder at such time, the number of shares of Common Stock which would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon a holder of Series A providing the Company with sixty-one (61) days notice (the "Waiver Notice") that such holder wishes to waive Section 7 of this Certificate of Designation with regard to any or all shares of Common Stock issuable upon conversion of such holder’s Series A, this Section 7 shall be of no force or effect with regard to those shares of Series A referenced in the Waiver Notice.

Conversion Restriction. No conversion is allowed during the first nine months from the Issue Date. During the period from the ninth months to twelfth month after the Issue Date, only 50% of the then outstanding Principal Amount of this Convertible Note may be converted into Conversion Shares. The remaining outstanding Principal Amount of this Convertible Note may be converted into Conversion Shares after twelve months following the Issue Date. The conversion right provided hereunder cannot be separated from the payment obligations under this Convertible Note and for avoidance of any doubt, neither Obligor nor Holder is allowed to create, offer, sell or otherwise dispose of any derivative products arising out of, or in connection with, this Convertible Note.

Conversion Restriction. No Investor shall convert any shares of Convertible Preferred Stock if such conversion would result in such Investor owning, together with its Affiliates, more than 14.9% (or, in the cases of Castle Creek and Patriot only, 19.9%) of the issued and outstanding shares of Common Stock of the Company after giving effect to such conversion.

Conversion Restriction. Pursuant to Section 6(m) of the Certificate of Designation of Preferences, Rights, Limitations and Restrictions of Series J Preferred Stock, the Company consents to the issuance to Stockholder of shares of Common Stock upon conversion of the Series J Preferred Stock, if as a result of such conversion, the Stockholder beneficially owns (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then outstanding shares of Common Stock. Notwithstanding anything herein to the contrary, the Stockholder and the Company hereby acknowledge and agree that the Stockholder may not effect a conversion of the Series J Preferred Stock to the extent that, as a result of such conversion, the Stockholder would own more than 33.33% of the total voting power of the Company’s then outstanding capital stock (rounded down to the nearest full share), unless the Stockholder obtains the prior written approval of the board of directors of the Company.

Conversion Restriction. The conversion rights attaching to the Convertible Note cannot be exercised (and accordingly the Company will not issue Conversion Shares) if and to the extent that the total number of Conversion Shares with voting rights held by the holder of the Convertible Note and parties acting in concert with it within the meaning of the Takeovers Code immediately after the issue of the Conversion Shares would be more than 29.9% of the enlarged issued share capital of the Company or such other amount equal to 0.1% below the amount as may be specified in the Takeovers Code as being the level for triggering a mandatory general offer.