Common use of Limitation on Conversion Right Clause in Contracts

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Certificate of Designations: (1) unless and until the Requisite Stockholder Approval is obtained, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of any Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would result in such Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such Holder) beneficially owning in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose) (this restriction set forth in this clause (1), the “Exchange Ownership Limitation”); provided, however, that the Exchange Ownership Limitation shall not apply to a conversion in connection with and conditioned upon the completion of (A) a transfer by the Holder of the shares of Common Stock to be received upon such conversion, (B) a bona fide third party tender offer for the shares of Common Stock issuable upon such conversion, or (C) a Common Stock Change Event or a Change of Control if, in the case of each of clauses (A), (B) or (C), such Holder and its Affiliates will not beneficially own or directly or indirectly hold following the consummation of such specified event (and with respect to a Common Stock Change Event or Change of Control, measured with respect to the surviving Person if other than the Company) in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose). Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing to the Holder the number of shares of Common Stock and the number of shares of any other class of Voting Stock then outstanding; and (2) for any Holder that is a BOL Holder, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of such BOL Holder, and no Convertible Preferred Stock of such BOL Holder will be convertible, in each case to the extent that such issuance, delivery, conversion or convertibility would result in such BOL Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such BOL Holder) beneficially owning in excess of nine and nine-tenths percent (9.9%) of the then-outstanding shares of Common Stock after giving effect to the conversion (this restriction set forth in this clause (2), the “Beneficial Ownership Limitation” and, together with the Exchange Ownership Limitation, the “Ownership Limitation”); provided that the Beneficial Ownership Limitation (x) may be increased, decreased or terminated, in such BOL Holder’s sole discretion and solely with respect to such BOL Holder, upon not less than sixty one (61) days’ prior written notice to the Company by such BOL Holder and (y) shall terminate automatically on the date that is fifteen (15) days prior to a Mandatory Repurchase Date. By written notice delivered to the Company, any Holder (a “BOL Holder”) may elect to be subject to the Beneficial Ownership Limitation under this Section 10(h)(i)(2), which such Beneficial Ownership Limitation shall remain in effect as to such BOL Holder until such time as such written notice is rescinded in writing upon sixty one (61) days’ written notice to the Company by such BOL Holder.

Limitation on Conversion Right. (i) Notwithstanding anything to the contrary in this Certificate of Designations: (1) , unless and until the Requisite Stockholder Approval is obtained, no shares of Common Stock will be issued or delivered upon any proposed conversion of any Convertible Series A Preferred Stock of any Holder, and no Convertible Preferred Stock of any Holder will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would result in such Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such Holder) beneficially owning in excess of nineteen and ninety-nine-tenths one-hundredths percent (19.919.99%) of the then-outstanding shares of Common Stock Stockholder Voting Power (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose) (this restriction restrictions set forth in this clause (1), the “Exchange Ownership Limitation”); provided, however, that the Exchange Ownership Limitation shall not apply to a conversion in connection with and conditioned upon the completion of (A) a transfer by the Holder of the shares of Common Stock to be received upon such conversion, (B) a bona fide third party tender offer for the shares of Common Stock issuable upon such conversion, or (C) a Common Stock Change Event or a Change of Control if, in the case of each of clauses (A), (B) or (C), such Holder and its Affiliates will not beneficially own or directly or indirectly hold following the consummation of such specified event (and with respect to a Common Stock Change Event or Change of Control, measured with respect to the surviving Person if other than the Company) in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose). Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing to the Holder the number of shares of Common Stock and the number of shares of any other class of Voting Stock then outstanding; and (2) for any Holder that is a BOL Holder, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of such BOL Holder, and no Convertible Preferred Stock of such BOL Holder will be convertible, in each case to the extent that such issuance, delivery, conversion or convertibility would result in such BOL Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such BOL Holder) beneficially owning in excess of nine and nine-tenths percent (9.9%) of the then-outstanding shares of Common Stock after giving effect to the conversion (this restriction set forth in this clause (2), the “Beneficial Ownership Limitation” and, together with the Exchange Ownership Limitationsentence, the “Ownership Limitation”); provided . For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. The Company is not required to obtain, or to try to obtain, the Requisite Stockholder Approval. (ii) Any purported conversion (and delivery of shares of Common Stock upon conversion of the Series A Preferred Stock) will be void and have no effect to the extent, but only to the extent, that such conversion and delivery would result in any Holder becoming the Beneficial beneficial owner of shares of Common Stock outstanding at such time in excess of the Ownership Limitation (x) Limitation. For the avoidance of doubt, a Holder may be increasedeffect an Optional Conversion, decreased or terminatedand the Company may, upon exercise of its Mandatory Conversion Right, force conversion of, a portion of such Holder’s Convertible Preferred Stock up to the Ownership Limitation, in such BOL Holder’s sole discretion and solely with respect each case subject to the other requirements of this Certificate of Designations applicable to such BOL HolderOptional Conversion or Mandatory Conversion, as applicable. (iii) Except as otherwise provided herein, if any consideration otherwise due upon the proposed conversion of any Series A Preferred Stock pursuant to an Optional Conversion or Mandatory Conversion is not less than sixty one delivered as a result of the Ownership Limitation, then the Company’s obligation to deliver such consideration will not be extinguished, and the Company will deliver such consideration (61and the relevant shares of Series A Preferred Stock shall be deemed converted) days’ prior as soon as reasonably practicable after the Holder of such Series A Preferred Stock provides written notice evidence satisfactory to the Company by that such BOL delivery will not contravene the Ownership Limitation. A Holder will provide such evidence as soon as reasonably practicable after its beneficial ownership is such that additional shares of Common Stock issuable upon conversion of Convertible Preferred Stock may be delivered without contravening the Ownership Limitation. For the avoidance of doubt, until consideration due upon the conversion of any Series A Preferred Stock is delivered, such Series A Preferred Stock shall be deemed not to have converted, Preferred Dividends shall continue to accrue thereon and consideration ultimately paid out in respect thereof shall take into account such accrued Preferred Dividends (y) shall terminate automatically on the date that is fifteen (15) days prior to a Mandatory Repurchase Date. By written notice delivered to the Company, any Holder (a “BOL Holder”) may elect to be subject to the Beneficial Ownership Limitation under this Section 10(h)(i)(2extent not previously paid as Cash Dividends), which such Beneficial Ownership Limitation shall remain in effect as to such BOL Holder until such time as such written notice is rescinded in writing upon sixty one (61) days’ written notice to the Company by such BOL Holder.

Limitation on Conversion Right. Notwithstanding anything to the contrary in this Certificate of Designations: (1) , unless and until the Requisite Stockholder Approval is obtained, or is not, in the opinion of counsel to the corporation, required, no shares of Common Stock will be issued or delivered upon conversion of any share of Convertible Preferred Stock of any Holder, and no share of Convertible Preferred Stock of any Holder will be convertible, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would result in such Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such Holder) beneficially owning in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose) (this restriction restrictions set forth in this clause (1), the “Exchange Ownership Limitation”); provided, however, that the Exchange Ownership Limitation shall not apply to a conversion in connection with and conditioned upon the completion of (A) a transfer by the Holder of the shares of Common Stock to be received upon such conversion, (B) a bona fide third party tender offer for the shares of Common Stock issuable upon such conversion, or (C) a Common Stock Change Event or a Change of Control if, in the case of each of clauses (A), (B) or (C), such Holder and its Affiliates will not beneficially own or directly or indirectly hold following the consummation of such specified event (and with respect to a Common Stock Change Event or Change of Control, measured with respect to the surviving Person if other than the Company) in excess of nineteen and nine-tenths percent (19.9%) of the then-outstanding shares of Common Stock (treating the Common Stock issuable upon conversion of all outstanding shares of Convertible Preferred Stock as outstanding for this purpose). Upon the written request of the Holder, the Company shall within two (2) Business Days confirm in writing to the Holder the number of shares of Common Stock and the number of shares of any other class of Voting Stock then outstanding; and (2) for any Holder that is a BOL Holder, no shares of Common Stock will be issued or delivered upon conversion of any Convertible Preferred Stock of such BOL Holder, and no Convertible Preferred Stock of such BOL Holder will be convertible, in each case to the extent that such issuance, delivery, conversion or convertibility would result in such BOL Holder (or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) including such BOL Holder) beneficially owning in excess of nine and nine-tenths percent (9.9%) of the then-outstanding shares of Common Stock after giving effect to the conversion (this restriction set forth in this clause (2), the “Beneficial Ownership Limitation” and, together with the Exchange Ownership Limitationsentence, the “Ownership Limitation”); provided that . For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Beneficial Exchange Act. If any Conversion Consideration otherwise due upon the conversion of any share of Convertible Preferred Stock is not delivered as a result of the Ownership Limitation (x) may be increasedLimitation, decreased or terminated, then the Company shall pay all such amounts in such BOL Holder’s sole discretion and solely with respect to such BOL Holder, upon not less than sixty one (61) days’ prior written notice cash to the Company Holder in accordance with the procedures set forth in Section 3(d) above. Any purported delivery of shares of Common Stock upon conversion of any share of Convertible Preferred Stock will be void and have no effect to the extent, and only to the extent, that such delivery would contravene the Ownership Limitation. The satisfaction, by a Holder of any share of Convertible Preferred Stock, of the requirements set forth in Section 8(c)(i) to convert such Convertible Preferred Stock will be deemed to be a representation, by such BOL Holder and (y) shall terminate automatically on the date that is fifteen (15) days prior to a Mandatory Repurchase Date. By written notice delivered to the Company, any Holder (a “BOL Holder”) may elect that the settlement of such conversion in full and without regard to be subject to the Beneficial Ownership Limitation under this Section 10(h)(i)(2), which such Beneficial 8(f)(i) will not contravene the Ownership Limitation shall remain in effect as to such BOL Holder until such time as such written notice is rescinded in writing upon sixty one (61) days’ written notice to the Company by such BOL HolderLimitation.