Common use of Conversion Restrictions Clause in Contracts

Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein, this Note shall not be convertible to the extent that such conversion or exercise would result in the Holder owning more than 4.99% of the outstanding shares of the Common Stock of the Issuer at the date of conversion, other than in connection with a Fundamental Transaction as contemplated in Section 12(b). (ii) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any conversion of, or payment of interest on, this Note (or otherwise in respect hereof) shall be limited to the extent necessary to insure that the voting power represented by the Underlying Shares into which this Note may be converted or with which interest may be paid (together with all Underlying Shares into which this Note shall theretofore have been converted and with which interest shall theretofore have been paid) will not exceed 19.9% of the voting power represented by all of the issued and outstanding shares of Common Stock of the Company before such conversion. (iii) Notwithstanding anything contained in this Section 6 to the contrary, from and after such time as the Principal Amount shall have been reduced to $3,188,375 there shall be no further conversions or interest payments until such time as the Earn-out Adjustment Amount shall have been calculated at which time conversions and interest payments shall resume based on the Principal Amount of this Note as established hereunder. (iv) If a conversion or payment of interest hereunder may not be effected in full due to the application of this Section 6(d), the Company shall honor and effect such conversion and interest payment to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the Principal Amount which has not been converted.

Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein, this Note shall not be convertible to the extent that such conversion set forth herein or exercise would result in the Holder owning more than 4.99Note or in the Prior Notes, in no event shall any holder of the Note and/or the Prior Notes be entitled to convert any portion of the Note, along with the Prior Notes, in excess of such portion of the principal of the Note and the Prior Notes collectively that, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 9.9% of the outstanding shares of the Common Stock following such conversion. If any court of the Issuer at the date of conversion, other than in connection with a Fundamental Transaction as contemplated in Section 12(b). (ii) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any conversion of, or payment of interest on, this Note (or otherwise in respect hereof) competent jurisdiction shall be limited to the extent necessary to insure determine that the voting power represented by foregoing limitation is ineffective to prevent a holder from being deemed the Underlying Shares into which this Note may be converted or with which interest may be paid (together with all Underlying Shares into which this Note shall theretofore have been converted and with which interest shall theretofore have been paid) will not exceed 19.9beneficial owner of more than 9.9% of the voting power represented by all of the issued and then outstanding shares of Common Stock Stock, then the Corporation shall redeem so much of the Company before outstanding principal amount of such conversion. holder's Note and, if applicable, the Prior Notes (iiithe "Redemption Portion") Notwithstanding anything contained as is necessary to cause such holder to be deemed the beneficial owner of not more than 9.9% of the then outstanding shares of Common Stock. Upon such determination by a court of competent jurisdiction and such redemption by the Company, the Redemption Portion shall immediately and without further action be deemed repaid in full to the holder, and the holder shall have no interest in or rights under such Redemption Portion. Any and all interest paid on or prior to the date of such determination shall be deemed interest paid on the remaining portion of the Note or the Prior Notes, as applicable, held by the holder. Such redemption shall be for cash at a redemption price equal to 100% of the face amount of the Redemption Portion and shall be paid within two (2) business days after the requirement therefor arises pursuant to this Section 6 to the contrary, from and after such time as the Principal Amount shall have been reduced to $3,188,375 there shall be no further conversions or interest payments until such time as the Earn-out Adjustment Amount shall have been calculated at which time conversions and interest payments shall resume based on the Principal Amount of this Note as established hereunder4(1). (iv) If a conversion or payment of interest hereunder may not be effected in full due to the application of this Section 6(d), the Company shall honor and effect such conversion and interest payment to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the Principal Amount which has not been converted.

Conversion Restrictions. (i) Notwithstanding anything to the contrary contained herein, this Note shall not be convertible to the extent that such conversion or exercise would result in the Holder owning more than 4.99% of the outstanding shares of the Common Stock of the Issuer at the date of conversion, other than in connection with a Fundamental Transaction as contemplated in Section 12(b). (ii) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any conversion of, or payment of interest on, this Note (or otherwise in respect hereof) shall be limited to the extent necessary to insure that the voting power represented by the Underlying Shares into which this Note may be converted or with which interest may be paid (together with all Underlying Shares into which this Note shall theretofore have been converted and with which interest shall theretofore have been paid) will not exceed 19.9% of the voting power represented by all of the issued and outstanding shares of Common Stock of the Company before such conversion. (iii) Notwithstanding anything contained in this Section 6 to the contrary, from and after such time as the Principal Amount shall have been reduced to $3,188,375 there shall be no further conversions or interest payments until such time as the Earn-out Adjustment Amount shall have been calculated at which time conversions and interest payments shall resume based on the Principal Amount of this Note as established hereunder. (iv) If a conversion or payment of interest hereunder may not be effected in full due to the application of this Section 6(d6(c), the Company shall honor and effect such conversion and interest payment to the extent permissible hereunder and shall promptly deliver to the Holder a Conversion Schedule indicating the Principal Amount which has not been converted.