Common use of Exercise Limitations Clause in Contracts

Exercise Limitations. In no event shall a Holder be permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such shares, upon the issuance of which, (x) the number of shares of Common Stock beneficially owned by the Holder plus (y) the number of shares of Common Stock ---- issuable upon such exercise plus (z) the number of shares of Common Stock that ---- was issued to the Holder pursuant to this Warrant during the period of sixty (60) days immediately preceding such exercise, would be equal to or exceed 9.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day period. To the extent that the limitation contained in this paragraph 4 applies, the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiry. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained in this Section 4 shall not apply if the original Holder hereof elected in the Securities Purchase Agreement not to be subject to such limitation.

Exercise Limitations. In no event shall a the Holder be permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such sharesif, upon the issuance of whichsuch exercise, (x) the number of shares of Common Stock beneficially owned by the Holder plus (y) the number of other than shares of Common Stock ---- issuable upon such which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise plus (z) the number of shares of Common Stock that ---- was issued analogous to the Holder pursuant to limitation contained in this Warrant during the period of sixty (60) days immediately preceding such exerciseparagraph 4), would be equal to or exceed 9.994.99% of the number of shares of Common Stock then issued and outstanding. As used herein, it being the intent beneficial ownership shall be determined in accordance with Section 13(d) of the Company Securities Exchange Act of 1934, as amended, and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day periodrules thereunder. To the extent that the limitation contained in this paragraph 4 applies, the submission of a Conversion an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiryinquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is convertible pursuant to the terms hereof is incorrect. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained This Section 4 may not be amended unless such amendment is agreed to in writing by the Holder and approved by the holders of a majority of the Common Stock then outstanding; PROVIDED, HOWEVER, that the Holder shall have the right, upon sixty (60) days' prior written notice to the Company, to waive the provisions of this Section 4 shall not apply if the original Holder hereof elected in the Securities Purchase Agreement not to be subject to such limitation4.

Exercise Limitations. In no event shall a the Holder be permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such sharesif, upon the issuance of whichsuch exercise, (x) the number of shares of Common Stock beneficially owned by the Holder plus (y) the number of other than shares of Common Stock ---- issuable upon such which would otherwise be deemed beneficially owned except for being subject to a limitation on exercise plus (z) the number of shares of Common Stock that ---- was issued or exercise analogous to the Holder pursuant to limitation contained in this Warrant during the period of sixty (60) days immediately preceding such exerciseparagraph 4), would be equal to or exceed 9.994.99% of the number of shares of Common Stock then issued and outstanding. As used herein, it being the intent beneficial ownership shall be determined in accordance with Section 13(d) of the Company and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day periodExchange Act. To the extent that the limitation contained in this paragraph 4 applies, the submission of a Conversion an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiryinquiry as to whether this Section 4 applies. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained This Section 4 may not be amended unless such amendment is agreed to in writing by the Holder and approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the Holder shall have the right to waive the provisions of this Section 4 shall not apply if upon prior written notice to the original Holder hereof elected in Company following the Securities Purchase Agreement not announcement of a Major Transaction (as defined below), or otherwise upon sixty (60) days' prior written notice to be subject to such limitationthe Company.

Exercise Limitations. In no event shall a the Holder be -------------------- permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such sharesif, upon the issuance of whichsuch exercise, (x) the number of shares of Common Stock beneficially owned by the Holder plus (y) the number of other than shares of Common Stock ---- issuable upon such which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise plus (z) the number of shares of Common Stock that ---- was issued analogous to the Holder pursuant to limitation contained in this Warrant during the period of sixty (60) days immediately preceding such exerciseparagraph 4), would be equal to or exceed 9.994.99% of the number of shares of Common Stock then issued and outstanding. As used herein, it being the intent beneficial ownership shall be determined in accordance with Section 13(d) of the Company Securities Exchange Act of 1934, as amended, and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day periodrules thereunder. To the extent that the limitation contained in this paragraph 4 applies, the submission of a Conversion an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiryinquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is convertible pursuant to the terms hereof is incorrect. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained This Section 4 may not be amended unless such amendment is agreed to in writing by the Holder and approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days' prior written notice to the Company, to waive the provisions of this Section 4 shall not apply if the original Holder hereof elected in the Securities Purchase Agreement not to be subject to such limitation4.

Exercise Limitations. In no event shall a the Holder be permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such sharesif, upon the issuance of whichsuch exercise, (x) the number of shares of Common Stock beneficially owned by the Holder plus (y) the number of other than shares of Common Stock ---- issuable upon such which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise plus (z) the number of shares of Common Stock that ---- was issued analogous to the Holder pursuant to limitation contained in this Warrant during the period of sixty (60) days immediately preceding such exerciseparagraph 4), would be equal to or exceed 9.994.99% of the number of shares of Common Stock then issued and outstanding. As used herein, it being the intent beneficial ownership shall be determined in accordance with Section 13(d) of the Company Securities Exchange Act of 1934, as amended, and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day periodrules thereunder. To the extent that the limitation contained in this paragraph 4 applies, the submission of a Conversion an Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and the Company shall be entitled to rely on such representation without making any further inquiryinquiry as to whether this Section 4 applies. The Company shall have no liability to any person if the Holder's determination of whether this Warrant is convertible pursuant to the terms hereof is incorrect. Nothing contained herein shall be be, deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained This Section 4 may not be amended unless such amendment is agreed to in writing by the Holder and approved by the holders of a majority of the Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days' prior written notice to the Company, to waive the provisions of this Section 4 shall not apply if the original Holder hereof elected in the Securities Purchase Agreement not to be subject to such limitation4.

Exercise Limitations. In no event shall a Holder be permitted to exercise this Warrant, or part thereof, with respect to Warrant Shares in excess of the number of such shares, upon the issuance of which, (x) the number of shares of Common Stock beneficially owned by such Holder and its affiliates (other than shares of Common Stock issuable upon exercise of the Holder Warrants or the exercise or conversion of securities which contain a limitation similar to the limitation contained herein) plus (y) the number of shares of Common Stock ---- issuable upon such exercise plus (z) the number of shares of Common Stock that ---- was issued to the Holder pursuant to this Warrant during the period of sixty (60) days immediately preceding such exercise, would be equal to or exceed 9.99(z) 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, it being the intent beneficial ownership shall be determined in accordance with Section 13(d) of the Company Securities Exchange Act of 1934, as amended, and the Holder that no Holder be deemed at any time to have the power to acquire, vote or dispose of greater than 9.99% of the number of shares of Common Stock issued and outstanding during any sixty-day periodrules thereunder. To the extent that the limitation contained in this paragraph 4 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by a Holder) shall be in the sole discretion of such Holder, and the submission of a Conversion an Exercise Notice by the Holder shall be deemed to be the such Holder's representation determination that this Warrant is exercisable pursuant to the terms hereof hereof, and the Company shall be entitled have no obligation whatsoever to rely on verify or confirm the accuracy of such representation without making any further inquirydetermination. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained in this Section 4 shall not apply if the original Holder hereof elected in the Securities Purchase Agreement not to be subject to such limitation.