Restrictions on Conversions Sample Clauses

The "Restrictions on Conversions" clause defines the limitations and conditions under which a party may convert one type of security or instrument into another, such as converting preferred shares into common shares. Typically, this clause outlines specific timeframes, thresholds, or events that must occur before conversion is permitted, and may set caps on the number of conversions or restrict conversions during certain periods. Its core practical function is to prevent disruptive or excessive conversions that could affect ownership structure, market stability, or the interests of other stakeholders.
Restrictions on Conversions. From the date hereof up to and including the Shareholder Approval Date, each Purchaser, severally and not jointly with the other Purchasers, covenants that such Purchaser will not convert any shares of Preferred Stock and such Purchaser will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock.
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Restrictions on Conversions. The Investor shall not convert into Common Stock any Series A Preferred Stock or exercise any Warrants held by such Investor if the effect of such conversion(s) or exercise(s) shall result in such Investor “beneficially owning” (as defined in Rule 13d-3 under the Exchange Act) more than 9.99% of the outstanding Common Stock of the Company.
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Restrictions on Conversions. Notwithstanding anything to contrary in this Indenture, the Company shall not effect the conversion of any portion of the Securities of a Holder, and no Holder shall have the right to convert any portion of the Securities, pursuant to the terms and conditions of this Indenture and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder, together with its Attribution Parties (collectively, the “Holder Parties”), would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder Parties shall include the number of shares of Common Stock held by the Holder Parties plus the number of shares of Common Stock issuable upon conversion of the Securities held by the Holder Parties with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining Securities beneficially owned by the Holder Parties for which the Holder does not request conversion and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder Parties subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 10.15. For purposes of this Section 10.15, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of the Securities for which the Holder requests conversion without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion...
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Restrictions on Conversions. The second sentence of Section 7 of the Note is hereby amended such that the second sentence of Section 7 shall be replaced in its entirety to read as follows: Subject to the exceptions described below, without the prior consent of the Company, the Holder shall not be entitled to convert any Conversion Amount of this Note during the period beginning on the Issuance Date of this Note and ending on and including August 31, 2000.
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Restrictions on Conversions. Subject to the exceptions described below, each Investor severally agrees that it will not convert any Preferred Shares held by such Investor during the period beginning on the date of this Agreement and ending on and including September 29, 2000. Notwithstanding the foregoing, the conversion restrictions set forth in this Section 4(i) shall not apply on or after any of the following (each a "CONVERSION RESTRICTION EXCLUSION EVENT DATE"): (a) any Redemption Closing Date on which the Company fails to pay the Redemption Price for any Preferred Share the Company is required to redeem on such Redemption Closing Date in a timely manner and in accordance with Section 1; (b) any date on which there shall have occurred an event constituting a Triggering Event (as defined in the Articles of Amendment) or a Liquidity Default (as defined in the Articles of Amendment) (other than (A) a Liquidity Default set forth in Section 3(g)(vi) of the Articles of Amendment, provided that the Company files the proxy statement (or an amendment to the proxy statement) referred to in Section 4(g) of the Securities Purchase Agreement (the "PROXY STATEMENT") on or prior to May 10, 2000 which sets forth the terms of the transactions contemplated hereby and the Company receives the Stockholder Approval (as defined in Section 4(g) of the Securities Purchase Agreement) on or before the earlier of (x) July 17, 2000 and (y) the date which is 40 days after the Company learns that no review of the Proxy Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on the Proxy Statement (the earlier of such dates is referred to herein as the "MEETING DEADLINE"), (B) a Liquidity Default set forth in Section 3(g)(iv) of the Articles of Amendment, (C) a Liquidity Default set forth in Section 3(g)(vii) of the Articles of Amendment, (D) a Triggering Event set forth in Section 3(b)(iii) of the Articles of Amendment, but only to the extent such Triggering Event occurs prior to the Meeting Deadline, (E) a Liquidity Default set forth in Section 3(g)(viii), and (F) a Liquidity Default set forth in Section 3(g)(iii) of the Articles of Amendment occurring prior to May 15, 2000, provided that the Company amends the registration statement referred to in Section 3(g)(iii) of the Articles of Amendment or files a new registration statement, on or before May 15, 2000 (such defaults described in the immediately preceding clauses (A), (B), (C), (D), (E) and (F) are referred t...
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Related to Restrictions on Conversions

  • Certain Conversion Restrictions (A) A Holder may not convert this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Obligor 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 4.9% 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 Debenture 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 Debenture 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 Obligor 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 the periods described in Section 3(a)(i)(A) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other Holders shall be unaffected by any such waiver.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restrictions on Shares The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

  • Restrictions on Redemption The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).