Limitation on Conversion Right. Under no circumstances may either Lender exercise the Conversion Right in a manner which would result, following the exercise of the Conversion Right, in the Lenders holding in excess of 19.9% of the total number of the then issued and outstanding voting and participating shares of the Borrower (the “Borrower Shares”). Where the exercise of a Conversion Right would cause the Lenders to hold in excess of 19.9% of the Borrower Shares, the Conversion Right shall be exercised only in respect of that portion of the Maturity Amount which would result in the Lenders holding 19.9% of the Borrower Shares or, pursuant to Section 3.1, the next lowest whole number of such shares; the balance of the Maturity Amount, that, but for this Section 3.2, would be converted into Borrower Shares, (i) may not be subject to any Conversion Right and (ii) shall remain outstanding hereunder subject to being repaid by the Borrower to the Lenders pursuant to the terms hereof.
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Limitation on Conversion Right. Under no circumstances may either Lender the Borrower exercise the Conversion Right in a manner which would result, following the exercise of the Conversion Right, in the Lenders holding in excess of 19.9% of the total number of the then issued and outstanding voting and participating shares of the Borrower (the “Borrower Shares”). Where the exercise of a Conversion Right would cause the Lenders to hold in excess of 19.9% of the Borrower Shares, the Conversion Right shall be exercised only in respect of that portion of the Maturity Amount which would result in the Lenders holding 19.9% of the Borrower Shares or, pursuant to Section 3.1, the next lowest whole number of such shares; the balance of the Maturity Amount, that, but for this Section 3.2, would be converted into Borrower Shares, (i) may not be subject to any Conversion Right and (ii) shall remain outstanding hereunder subject to being repaid by the Borrower to the Lenders pursuant to the terms hereof.
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