Beneficial Ownership Blocker Sample Clauses

A Beneficial Ownership Blocker clause restricts a party from acquiring a certain level of beneficial ownership in a company or entity, typically to prevent triggering regulatory thresholds or adverse tax consequences. In practice, this clause sets a maximum percentage of ownership—often 9.9% or less—that any single investor or group can hold, and may require parties to monitor and report their holdings to ensure compliance. Its core function is to protect the company and its investors from unintended regulatory obligations or penalties that could arise if ownership limits are exceeded.
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Beneficial Ownership Blocker. Notwithstanding anything otherwise to the contrary herein or in the Purchase Agreement, this Note shall not be convertible at the option of the Holder, at the option of the Company or otherwise, to the extent that, after giving effect to such conversion, the Holder, together with the Holder’s Affiliates (as defined below), and any other persons acting as a group (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) together with the Holder or any of the Holder’s Affiliates, would beneficially own (as determined in accordance with Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder) in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such
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Beneficial Ownership Blocker. 9.9%, not subject to waiver by the Company or the Parent. Closing Date 13.0434 13.0434 13.0434 13.0434 13.0434 9.1322 5.8367 2.1209 0.4686 0.0000 +1 Year 13.0434 13.0434 13.0434 13.0434 13.0434 8.2239 5.1144 1.7023 0.2809 0.0000 +2 Years 13.0434 13.0434 13.0434 13.0434 11.4575 6.8563 4.0491 1.1164 0.0729 0.0000 +3 Years 13.0434 13.0434 13.0434 13.0434 8.8614 4.8489 2.5531 0.4093 0.0000 0.0000 +4 Years 13.0434 13.0434 13.0434 8.9077 4.7534 1.9271 0.6125 0.0000 0.0000 0.0000 Maturity 13.0434 6.0667 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000
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Beneficial Ownership Blocker. The Company shall not effect any conversion of the Tranche C Term Loan of any Tranche C Lender, and a Tranche C Lender shall not have the right to convert any portion of its Tranche C Term Loan, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Tranche C Lender (together with the Tranche C Lender’s Affiliates, and any Persons acting as a group together with the Tranche C Lender or any of the Tranche C Lender’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Tranche C Lender and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the portion of such Tranche C Lender’s Tranche C Term Loan with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of such Tranche C Lender’s Tranche C Term Loan beneficially owned by the Tranche C Lender or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Tranche C Lender or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4.4(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4.4(f) applies, the determination of whether the Tranche C Term Lender’s Tranche C Term Loan is convertible (in relation to other securities owned by the Tranche C Lender together with any Affiliates) and of which principal amount of such Tranche C Lender’s Tranche C Term Loan is convertible shall be in the sole discretion of such Tranche C Lender, and the submission of a Notice of Conversion shall be deemed to be the Tranche C Lender’s determination of whether its Tranche C Term Loan may be converted (in relation to other securities owned by the Tranche C Lender together with any Affiliates) and which principal amount of such Tranche C Lender’s Tranche C Term Loan is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure comp...
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Beneficial Ownership Blocker. The Purchased Warrant will contain the same beneficial ownership blocker provision as currently is in the Existing Warrant that will allow Seller to notify the Company that it elects to implement a beneficial ownership block such that, if the election is made, the Company shall not effect any exercise of the Purchaser Warrant, and Buyer shall not have the right to exercise any portion of the Purchased Warrant, to the extent that after giving effect to such issuance after exercise, Buyer (together with the Buyer’s affiliates, and any persons acting as a group together with Buyer or any of Buyer’s affiliates) would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as Buyer may specify).
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Related to Beneficial Ownership Blocker

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

  • Beneficial Ownership Regulation Promptly following any request therefor, the Borrower shall deliver to the Administrative Agent information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.