Common use of Limitations on Right to Convert Clause in Contracts

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, upon such conversion, (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(f)) would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrect.

Limitations on Right to Convert. In Subject to the terms of the Rights Agreement, dated as of April 19, 2001, between the Corporation and Citibank, N.A., in no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(fparagraph (f)) would exceed 4.9949.9% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(fparagraph (f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(fparagraph (f) applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder’s 's determination of whether this Note Debenture is convertible pursuant to the terms hereof, the Company shall have Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s 's representation that this Note Debenture is convertible pursuant to the terms hereof. The Company Notwithstanding the foregoing, this provision shall have no liability not apply to any person if the Holder’s determination of whether this Note the amount owed or securities to which the Holder is convertible pursuant entitled to receive in the terms hereof is incorrectevent of a Change of Control Transaction or Liquidation Event.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, upon such conversion, (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(f)paragraph 3(e) would exceed 4.99% of the number of shares of Common Stock then issued and outstandingoutstanding (the “Maximum Percentage”), it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(fparagraph 3(e). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunderAct. To the extent that the limitation contained in this Section4(fparagraph 3(e) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company No prior inability to convert this Note pursuant to this paragraph 3(e) shall have no liability any effect on the applicability of the provisions of this paragraph 3(e) with respect to any person if the Holder’s subsequent determination of whether or not this Note is convertible pursuant convertible. In determining the number of outstanding shares of Common Stock, the Holder may rely on (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Commission (as the case may be), (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of Common Shares outstanding. Upon the request of the Holder, the Company shall, within one (1) Business Day of such request, confirm to the terms hereof Holder the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice, provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is incorrectdelivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Notes.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount of principal upon such conversion, the Conversion of which (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common GGD Stock beneficially owned by the Holder (other than Common shares of GGD Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(fparagraph (g)) would exceed PLUS (y) the number of shares of GGD Stock issuable upon the Conversion of such principal amount is equal to or exceeds (z) 4.99% of the number of shares of Common GGD Stock then issued and outstanding. The determination of whether the limitation contained in this paragraph (g) applies and whether principal of this Debenture is convertible (in relation to other securities owned by the Holder) shall be in the sole discretion of the Holder, it being and the intent submission of a Conversion Notice shall be deemed to be such Holder's determination that such limitation does not apply and that the principal amount of this Debenture to which such Conversion Notice relates is convertible. This paragraph may be amended (A) in order to clarify an ambiguity or otherwise to give effect to the limitation contained in this paragraph (g), by the Board of Directors of the Company and the Holder that written consent of the Holder not be deemed Holders of at any time to have the power to vote or dispose of greater than 4.99least 66% of the number aggregate unpaid principal amount of the Debentures then outstanding and (B) for any other reason, with the further consent of the holders of a majority of the shares of Common Stock issued and outstanding at any timethe Company's common stock then outstanding. Nothing In the event that the limitation contained in this paragraph (g) applies to all or a portion of the unpaid principal amount of this Debenture, nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrectlimitation.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(fparagraph (f)) would exceed 4.999.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(fparagraph (f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amendedAct, and the rules thereunder. To the extent that the limitation contained in this Section4(fparagraph (f) applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder’s 's determination of whether this Note Debenture is convertible pursuant to the terms hereof, the Company shall have Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s 's representation that this Note Debenture is convertible pursuant to the terms hereof. The Company holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this paragraph may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding. Notwithstanding the foregoing, this provision shall have no liability not apply to any person if the Holder’s determination of whether this Note the amount owed or securities to which the Holder is convertible pursuant entitled to receive in the terms hereof is incorrectevent of a Change of Control Transaction or Liquidation Event.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, Debenture in excess of that amount upon such conversion, the Conversion of which (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(fparagraph (f)) would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(fparagraph (f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(fparagraph (f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note Debenture is convertible pursuant to the terms hereof, the Company shall have having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note Debenture is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note Debenture is convertible pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this paragraph may not be amended without the consent of the holders of a majority of the shares of 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 paragraph (f) in the event that either a Fundamental Change or Liquidation Event is announced or occurs, without obtaining such consent.

Limitations on Right to Convert. In Notwithstanding anything in Section 6 or Section 7 to the contrary, prior to the effectiveness and consummation of any proposed conversion pursuant to Section 6 or Section 7 hereof of shares of Series A Preferred Stock owned by a holder (other than an automatic conversion pursuant to the provisions of the third sentence of Section 6(a) hereof), such holder shall make a determination as to whether such proposed conversion requires, prior to the consummation thereof, that filings under the Hart-Scott-Xxxxxx Xxxxxxxxx Improvements Act of 1976, as amended, or the rules and regulations promulgated thereunder (said Act and said rules and regulations being referred to herein, collectively, as the "HSR Act"), be made. If such holder shall make the determination that such proposed conversion requires, prior to the consummation thereof, that filings under the HSR Act be made, then such holder shall give prompt written notice of such determination to the Company (but in no event less than 10 days prior to the proposed conversion date) and such written notice shall state the Holder portion, if any, of such shares of Series A Preferred Stock originally subject to such proposed conversion that could be permitted converted into Common Stock without having to convert principal make any filings under the HSR Act (the "Non-HSR Series A Preferred Shares"), and the portion of or Interest on this Note ifsuch shares of Series A Preferred Stock originally subject to such proposed conversion that require, upon prior to the consummation of such proposed conversion, that filings under the HSR Act be made (the "HSR Series A Preferred Shares"). In the event that such holder shall give such written notice to the Company, the proposed conversion of the Non-HSR Series A Preferred Shares into Common Stock shall be consummated pursuant to, and in accordance with, the provisions of Section 6 or Section 7 hereof, as applicable, and, notwithstanding anything in Section 6 or Section 7 hereof to the contrary, the proposed conversion of the HSR Series A Preferred Shares into Common Stock shall not be consummated unless and until (i) such holder gives written notice to the Company that such holder desires to cause to be made the filings required under the HSR Act in order to effect the proposed conversion into Common Stock of the HSR Series A Preferred Shares (the "HSR Filing Notice"), (ii) such filings required under the HSR Act are made and (iii) the waiting period under the HSR Act with respect to such proposed conversion shall have expired or been subject to early termination. Upon receipt by the Company of the HSR Filing Notice, the Company and such holder (x) shall cooperate, and shall use commercially reasonable efforts to cause their respective ultimate parent entities (if any) to cooperate, in preparing the number filings required under the HSR Act in order to effect the proposed conversion into Common Stock of Conversion the HSR Series A Preferred Shares to be issued pursuant to such Conversion plus and (y) shall cooperate, and shall use commercially reasonable efforts to cause their respective ultimate parent entities (if any) to cooperate, in preparing all supplemental material that is required to accompany such filings, and both parties shall coordinate, and shall use commercially reasonable efforts to cause their respective ultimate parent entities (if any) to coordinate, the number making of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in such filings so that such filings are made concurrently. The Company and such holder shall perform their respective obligations under this Section 4(f)) would exceed 4.99% of the number of shares of Common Stock then issued 8 with reasonable care and outstanding, it being the intent of the Company and the Holder in good faith. It is hereby understood that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(f). As used herein, beneficial ownership Section 8 shall be determined in accordance applied with Section 13(d) respect to any shares of Series A Preferred Stock more than once such that any categorization of such shares as HSR Series A Preferred Shares shall not preclude any later categorization of the Securities Exchange Act of 1934, same shares as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrectNon-HSR Series A Preferred Shares.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest on this Note if, upon such conversion, (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(f)) would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will not violate the provisions of this Section4(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section4(fSection4(f)(i) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 4(f) may not be amended without the consent of the holders of a majority of the shares of 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(f)(i) in the event that either a Fundamental Change or Liquidation Event is announced or occurs, without obtaining such consent.

Limitations on Right to Convert. In no event shall the Holder be permitted to convert principal of or Interest (or other amounts) on this Note if, upon such conversion, (x) the number of Conversion Shares to be issued pursuant to such Conversion plus (y) the number of shares of Common Stock beneficially owned by the Holder (other than Common Stock which may be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(f3(f)) would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to convert such excess principal amount at such time as such Conversion will does not violate the provisions of this Section4(fSection3(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunderAct. To the extent that the limitation contained in this Section4(fSection 3(f) applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Note is convertible pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder’s representation that this Note is convertible pursuant to the terms hereof, the Company may rely on the Holder’s representation that this Note is convertible pursuant to the terms hereof, and the Company shall have no obligation whatsoever to verify or confirm the accuracy of such representation. The Company shall have no liability to any person if the Holder’s determination of whether this Note is convertible pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 3(f) may not be amended without the consent of the holders of a majority of the shares of 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 3(f) without obtaining such consent.