Number of Conversion Shares. In connection with any exchange pursuant to Section 2.1(d)(i), subject to the limitations provided herein, each Series A Preferred Unit shall have a value equal to the Stated Value and shall be exchangeable into Conversion Shares. The Holder of Series A Preferred Units shall have the right from time to time, and at any time following the date hereof, to convert all or any part of the Series A Preferred Units into fully paid and non-assessable Conversion Shares, or any shares of capital stock or other securities of BYOC into which such Conversion Shares shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder of Series A Preferred Units be entitled to convert any portion of the Series A Preferred Units in excess of that portion of the Series A Preferred Units upon conversion of which the sum of (1) the number of Conversion Shares beneficially owned by the Holder of the Series A Preferred Units and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series A Preferred Units or the unexercised or unconverted portion of any other security of the Holder of the Series A Preferred Units subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon the conversion of the portion of the Series A Preferred Units with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder of the Series A Preferred Units and its affiliates of more than 4.99% of the outstanding shares of common stock of BYOC (the “Beneficial Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. A Holder of Series A Preferred Units Holder may decrease the Beneficial Ownership Limitation at any time and such Holder, upon not less than 61 days’ prior notice to the Company and BYOC, may increase the Beneficial Ownership Limitation provisions of this Section 2.1(d)(ii), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock of BYOC outstanding immediately after giving effect to the issuance of shares of common stock of BYOC upon conversion of the Series A Preferred Units held by such Holder and the provisions of this Section 2.1(d)(ii) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and BYOC. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.1(d)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.
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Sources: Limited Liability Company Agreement (Beyond Commerce, Inc.)
Number of Conversion Shares. In connection with Notwithstanding any exchange pursuant other provision herein or in the Articles of Amendment, the Company shall not be obligated to Section 2.1(d)(i), subject to the limitations provided herein, each Series A Preferred Unit shall have a value equal to the Stated Value and shall be exchangeable into Conversion Shares. The Holder of Series A Preferred Units shall have the right from time to time, and at any time following the date hereof, to convert all or any part of the Series A Preferred Units into fully paid and non-assessable Conversion Shares, or issue any shares of capital stock or other securities Common Stock upon conversion of BYOC into the Preferred Shares if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which such the Company may issue upon Conversion of the Preferred Shares shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”"Exchange Cap") determined as provided herein (a “Conversion”); provided, however, that in no event shall without breaching the Holder of Series A Preferred Units be entitled to convert any portion Company's obligations under the rules or regulations of the Series A Preferred Units Nasdaq Stock Market, Inc., except that such limitation shall not apply in the event that the Company (a) obtains the approval of its stockholders as required by applicable rules and regulations of The Nasdaq Stock Market for issuances of Common Stock in excess of such amount or (b) obtains a written opinion from outside counsel to the Company that portion such approval is not required, which opinion shall be reasonably satisfactory to the holders of a majority of the Series A Preferred Units Shares then outstanding. Until such approval or written opinion is obtained, no Buyer pursuant to this Agreement or the Articles of Amendment shall be issued, upon conversion of which the sum Preferred Shares, shares of Common Stock in an amount greater than the product of (1i) the Exchange Cap amount multiplied by (ii) a fraction, the numerator of which is the number of Conversion Preferred Shares beneficially owned by issued to such Buyer pursuant to this Agreement and the Holder denominator of which is the Series A aggregate amount of all the Preferred Units and its affiliates Shares issued to the Buyers pursuant to this Agreement (other than the "Cap Allocation Amount"). In the event that any Buyer shall sell or otherwise transfer any of such Buyer's Preferred Shares, the transferee shall be allocated a pro rata portion of such Buyer's Cap Allocation Amount. In the event that any holder of Preferred Shares shall convert all of such holder's Preferred Shares into a number of shares of common stock which may be deemed beneficially owned through Common Stock which, in the ownership of the unconverted portion of the Series A Preferred Units or the unexercised or unconverted portion of any other security of the Holder of the Series A Preferred Units subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon the conversion of the portion of the Series A Preferred Units with respect to which the determination of this proviso aggregate, is being made, would result in beneficial ownership by the Holder of the Series A Preferred Units and its affiliates of more than 4.99% of the outstanding shares of common stock of BYOC (the “Beneficial Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. A Holder of Series A Preferred Units Holder may decrease the Beneficial Ownership Limitation at any time and such Holder, upon not less than 61 days’ prior notice to such holder's Cap Allocation Amount, then the Company difference between such holder's Cap Allocation Amount and BYOC, may increase the Beneficial Ownership Limitation provisions of this Section 2.1(d)(ii), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock of BYOC outstanding immediately after giving effect Common Stock actually issued to such holder shall be allocated to the issuance of shares of common stock of BYOC upon conversion respective Cap Allocation Amounts of the Series A remaining holders of Preferred Units Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder and the provisions of this Section 2.1(d)(ii) shall continue to applyholder. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and BYOC. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.1(d)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.* * * * * *
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Number of Conversion Shares. In connection with Notwithstanding any exchange pursuant other provision herein or in the Articles of Amendment, the Company shall not be obligated to Section 2.1(d)(i), subject to the limitations provided herein, each Series A Preferred Unit shall have a value equal to the Stated Value and shall be exchangeable into Conversion Shares. The Holder of Series A Preferred Units shall have the right from time to time, and at any time following the date hereof, to convert all or any part of the Series A Preferred Units into fully paid and non-assessable Conversion Shares, or issue any shares of capital stock or other securities Common Stock upon conversion of BYOC into the Preferred Shares if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which such the Company may issue upon Conversion of the Preferred Shares shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”"Exchange Cap") determined as provided herein (a “Conversion”); provided, however, that in no event shall without breaching the Holder of Series A Preferred Units be entitled to convert any portion Company's obligations under the rules or regulations of the Series A Preferred Units Nasdaq Stock Market, Inc., except that such limitation shall not apply in the event that the Company (a) obtains the approval of its stockholders as required by applicable rules and regulations of The Nasdaq Stock Market for issuances of Common Stock in excess of such amount or (b) obtains a written opinion from outside counsel to the Company that portion such approval is not required, which opinion shall be reasonably satisfactory to the holders of a majority of the Series A Preferred Units Shares then outstanding. Until such approval or written opinion is obtained, no Buyer pursuant to this Agreement or the Articles of Amendment shall be issued, upon conversion of which the sum Preferred Shares, shares of Common Stock in an amount greater than the product of (1i) the Exchange Cap amount multiplied by (ii) a fraction, the numerator of which is the number of Conversion Preferred Shares beneficially owned by issued to such Buyer pursuant to this Agreement and the Holder denominator of which is the Series A aggregate amount of all the Preferred Units and its affiliates Shares issued to the Buyers pursuant to this Agreement (other than the "Cap Allocation Amount"). In the event that any Buyer shall sell or otherwise transfer any of such Buyer's Preferred Shares, the transferee shall be allocated a pro rata portion of such Buyer's Cap Allocation Amount. In the event that any holder of Preferred Shares shall convert all of such holder's Preferred Shares into a number of shares of common stock which may be deemed beneficially owned through Common Stock which, in the ownership of the unconverted portion of the Series A Preferred Units or the unexercised or unconverted portion of any other security of the Holder of the Series A Preferred Units subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of Conversion Shares issuable upon the conversion of the portion of the Series A Preferred Units with respect to which the determination of this proviso aggregate, is being made, would result in beneficial ownership by the Holder of the Series A Preferred Units and its affiliates of more than 4.99% of the outstanding shares of common stock of BYOC (the “Beneficial Ownership Limitation”). For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. A Holder of Series A Preferred Units Holder may decrease the Beneficial Ownership Limitation at any time and such Holder, upon not less than 61 days’ prior notice to such holder's Cap Allocation Amount, then the Company difference between such holder's Cap Allocation Amount and BYOC, may increase the Beneficial Ownership Limitation provisions of this Section 2.1(d)(ii), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock of BYOC outstanding immediately after giving effect Common Stock actually issued to such holder shall be allocated to the issuance of shares of common stock of BYOC upon conversion respective Cap Allocation Amounts of the Series A remaining holders of Preferred Units Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder and the provisions of this Section 2.1(d)(ii) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and BYOC. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.1(d)(ii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationholder.
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