Common use of Limitation on Right of First Refusal Clause in Contracts

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares and Warrant) that have limitations on the Buyer’s right to convert, exercise or purchase similar to the limitation set forth herein (the “Excluded Shares”)), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of ownership of Excluded Shares) by Persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership of the Buyer for purposes of determining whether a group exists or for purposes of determining the Buyer’s beneficial ownership in either case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer or such group of more than 9.9% of the shares of the Company’s Common Stock (the “Restricted Ownership Percentage”), computed in accordance with Regulation 13D-G. The Buyer shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above to which this Section 6.3 applies shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note, the Warrant and the Redemption Warrant) that have limitations on the Buyer’s Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of ownership of Excluded Shares) by Persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership of the Buyer Purchaser for purposes of determining whether a group exists or for purposes of determining the Buyer’s Purchaser's beneficial ownership in either case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.94.9% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 13(d) or 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 5% or 10%, respectively. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 then (1) the Company shall include in the terms of the securities which the Purchaser is entitled to purchase under this Section 6.3 a provision comparable to Section 6(h) of the Note and (2) if, notwithstanding the inclusion of the provision required by the immediately preceding clause (1), the Purchaser remains unable to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire under this Section 6.3, and thereafter, at any time until the date that is 90 days after the latest closing of the sale of securities in such transaction by the Company to Persons other than (x) the Purchaser and (y) any Person who is entitled to purchase securities in such transaction pursuant to Section 6.3 of the Other Purchase Agreements, the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time. The Company will provide notice to the Purchaser of the date of such latest closing of the sale of securities in such transaction within five Business Days after such closing.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and Warrant) that have limitations on the Buyer’s Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at (not counting such time (other than by virtue of ownership of affiliate's Excluded Shares) by Persons whose beneficial ownership the Purchaser (as defined in Rule 144 of Common Stock the 1933 Act) (the "Aggregation Parties") that would be aggregated with for purposes of determining whether such securities are beneficially owned by the beneficial ownership of the Buyer Purchaser or for purposes of determining whether a group exists or for purposes of determining the Buyer’s beneficial ownership exists, in either each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.9% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Purchaser's Note the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and Warrant) that have limitations on the Buyer’s Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at (not counting such time (other than by virtue of ownership of affiliate's Excluded Shares) by Persons whose beneficial ownership the Purchaser (as defined in Rule 144 of Common Stock the 1933 Act) (the "Aggregation Parties") that would be aggregated with for purposes of determining whether such securities are beneficially owned by the beneficial ownership of the Buyer Purchaser or for purposes of determining whether a group exists or for purposes of determining the Buyer’s beneficial ownership exists, in either each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.9% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Gryphon pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Gryphon (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and WarrantNew Warrants) that have limitations on the Buyer’s Gryphon's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at (not counting such time (other than by virtue of ownership of affiliate's Excluded Shares) by Persons whose beneficial ownership Gryphon (as defined in Rule 144 of Common Stock the 1933 Act) (the "Aggregation Parties") that would be aggregated with the beneficial ownership for purposes of the Buyer determining whether such securities are beneficially owned by Gryphon or for purposes of determining whether a group exists or for purposes of determining the Buyer’s beneficial ownership exists, in either each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Gryphon or such group of more than 9.99.99% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Gryphon shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If Gryphon is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which Gryphon would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note Gryphon could acquire such securities without exceeding its Restricted Ownership Percentage, then Gryphon shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the any Buyer pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the such Buyer (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares and Warrant) that have limitations on the such Buyer’s right to convert, exercise or purchase similar to the limitation set forth herein (the “Excluded Shares”)), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of ownership of Excluded Shares) by Persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership of the such Buyer for purposes of determining whether a group exists or for purposes of determining the such Buyer’s beneficial ownership in either case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the such Buyer or such group of more than 9.9% of the shares of the Company’s Common Stock (the “Restricted Ownership Percentage”), computed in accordance with Regulation 13D-G. The Any Buyer shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above to which this Section 6.3 applies shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and the Warrant) that have limitations on the BuyerPurchaser’s right to convert, exercise or purchase similar to the limitation set forth herein (the “Excluded Shares”)), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of ownership of Excluded Shares) by Persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership of the Buyer Purchaser for purposes of determining whether a group exists or for purposes of determining the BuyerPurchaser’s beneficial ownership in either case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.9% of the shares of the Company’s Common Stock (the “Restricted Ownership Percentage”), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 then (1) the Company shall include in the terms of the securities which the Purchaser is entitled to purchase under this Section 6.3 a provision comparable to Section 6(h) of the Note and (2) if, notwithstanding the inclusion of the provision required by the immediately preceding clause (1), the Purchaser remains unable to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire under this Section 6.3, and thereafter, at any time until the date that is 90 days after the latest closing of the sale of securities in such transaction by the Company to Persons other than (x) the Purchaser and (y) any Person who is entitled to purchase securities in such transaction pursuant to Section 6.3 of the Other Purchase Agreements, the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time; provided, that nothing contained in the immediately preceding clause (2) shall be deemed to permit the Purchaser to acquire such securities to the extent that such acquisition by the Purchaser would require the Company to obtain stockholder approval pursuant to the rules of the national securities exchange on which the common stock is then listed. The Company will provide notice to the Purchaser of the date of such latest closing of the sale of securities in such transaction within five Business Days after such closing.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and Warrant) that have limitations on the Buyer’s Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of ownership of Excluded Shares) by Persons whose beneficial ownership of Common Stock would be aggregated with the beneficial ownership of the Buyer Purchaser for purposes of determining whether a group exists or for purposes of determining the Buyer’s Purchaser's beneficial ownership in either case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.9% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the later of (x) repayment or conversion in full of the Note and (y) the expiration or exercise in full of the Redemption Warrant, the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time.

Limitation on Right of First Refusal. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired directly or through acquisition of Common Stock Equivalents by the Buyer Purchaser pursuant to any capital raising transaction as described in subsection (a) above shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Buyer Purchaser (other than by virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares Note and Warrant) that have limitations on the Buyer’s Purchaser's right to convert, exercise or purchase similar to the limitation set forth herein (the “"Excluded Shares”")), together with all shares of Common Stock deemed beneficially owned at (not counting such time (other than by virtue of ownership of affiliate's Excluded Shares) by Persons whose beneficial ownership the Purchaser (as defined in Rule 144 of Common Stock the 1933 Act) (the "Aggregation Parties") that would be aggregated with for purposes of determining whether such securities are beneficially owned by the beneficial ownership of the Buyer Purchaser or for purposes of determining whether a group exists or for purposes of determining the Buyer’s beneficial ownership exists, in either each such case for purposes of Section 13(d) of the 1934 Act and Regulation 13D-G thereunder, would result in beneficial ownership by the Buyer Purchaser or such group of more than 9.99.99% of the shares of the Company’s 's Common Stock (the “"Restricted Ownership Percentage”"), computed in accordance with Regulation 13D-G. The Buyer Purchaser shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company in the event and only to the extent that Section 16 of the 1934 Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder from 10%. If the Purchaser is unable by reason of the Restricted Ownership Percentage to acquire the full amount of securities which the Purchaser would otherwise be entitled to acquire pursuant to this Section 6.3 and thereafter, at any time prior to the repayment or conversion in full of the Note the Purchaser could acquire such securities without exceeding its Restricted Ownership Percentage, then the Purchaser shall be entitled to acquire such securities at such time.