Limitation on_Exercise. The Holder (including any successor, transferee or assignee) shall not have the right to convert any portion of this Warrant to the extent that giving effect to such exercise, the Holder (together with the Holder's affiliates) would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of the Common Stock issuable upon conversion of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shall be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and # exercise of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph, in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company's most recent Form 10-K, Form 10-Q or Form 8-K, as the case mat be, # a more recent public announcement by the Company, or # any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and upon the written request of the Holder, the Company shall within two business days confirm in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. 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 # any such increase will not be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease will apply to the Holder and not to any other holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.
Limitation on_Exercise. TheHolder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder (including any successor, transferee or assignee) shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder'Holder’s affiliates)affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise.Beneficial Ownership Limitation (as defined below). For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliatesAttribution Parties shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates or Attribution Parties and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this paragraph,Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of 1934, as amended.the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 1(c), in determining the number of outstanding shares of the Common Stock, thea Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer AgentCompany’s transfer agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written or oral request of thea Holder, the Company shall within two business daysTrading Days confirm orally and in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates or Attribution Parties since the date as of which such number of outstanding shares of the Common Stock was reported. 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 # any such increase will notThe “Beneficial Ownership Limitation” shall be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease will apply to the Holder and not to any other holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/04.99% of the outstandingnumber of shares of the Common Stock oroutstanding at the voting powertime of the Company.respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Limitation on_Exercise. TheHolder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder (including any successor, transferee or assignee) shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder'Holder’s affiliates)affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise.Beneficial Ownership Limitation (as defined below). For the purposes of the foregoing sentence, the number of shares of the Common StockShares beneficially owned by the Holder and its affiliatesAttribution Parties shall include the number of shares of the Common StockShares issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common StockShares which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates or Attribution Parties and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this paragraph,Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of 1934, as amended.the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 1(c), in determining the number of outstanding shares of the Common Stock, theShares, a Holder may rely on the number of outstanding shares of the Common StockShares as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer AgentCompany’s transfer agent setting forth the number of shares of the Common StockShares outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written or oral request of thea Holder, the Company shall within two business daysTrading Days confirm orally and in writing to the Holder the number of shares of the Common StockShares then outstanding. In any case, the number of outstanding shares of the Common StockShares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates or Attribution Parties since the date as of which such number of outstanding sharesCommon Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Stock was reported. By written notice toShares outstanding at the Company,time of the Holder may increase or decrease the Maximum Percentage to any other percentage specifiedrespective calculation hereunder. The limitations contained in such notice; provided that # any such increase will not be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease willthis paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
Limitation on_Exercise. TheExercise Limitations. Holder (including any successor, transferee or assignee) shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder'Holder’s affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise.Beneficial Ownership Limitation (as defined below). For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of the Common Stock issuable upon conversion of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shall be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and # exercise of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph,Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this paragraph,and the rules and regulations promulgated thereunder. Holder is solely responsible for any schedules required to be filed in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company's most recent Form 10-K, Form 10-Q or Form 8-K, as the case mat be, # a more recent public announcement by the Company, or # any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and upon the written request of the Holder, theaccordance therewith. The Company shall within two business dayshave no obligation to verify or confirm in writing to the Holder the numberaccuracy of shares of the Common Stock then outstanding.such filings. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By writtenThe “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice;Beneficial Ownership Limitation provisions of this Section 2(c), provided that # anythe Beneficial Ownership Limitation may not exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(c) shall continue to apply, unless the Holder upon not less than 61 days’ prior notice to the Company determines to waive the Beneficial Ownerhship Limitation requirements described in this Section 2(c) in its entirety. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease willCompany. The limitations contained in this paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
Limitation on_Exercise. TheNotwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder (includingupon any successor, transferee or assignee) shall not have the right to convert any portionexercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent that giving effectnecessary to ensure that, following such exercise,exercise (or other issuance), the Holder (together with the Holder's affiliates) would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of thetotal number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes of the foregoing sentence, the number of shares of the Common Stockthen beneficially owned by the Holder and its affiliates shall include the numberAffiliates and any other Persons whose beneficial ownership of shares of the Common Stock issuable upon conversion of this Warrantwould be aggregated with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shall be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and # exercise of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence,Holders for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.amended (the Exchange Act), does not exceed 4.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise), it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 11(a) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder and its Affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be the Holders determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder and its Affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination under this Section 11(a) as to any group status shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 11(a), in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Companys most recent Form 10-K, Form 10-Q or Form 8-10-K, as the case matmay be, # a more recent public announcement by the Company,Company that contains such number of shares or # any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written request of the Holder, the Company shall within two business daysthree (3) Trading Days confirm orally and in writing to thesuch Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. 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 # any such increasewhich will not be effective until the 61stsixty-first (61st) day after such notice is delivered to the Company, # any such increase or decrease will apply to the Holder andmay waive the provisions of this Section 11(a) (but such waiver will not toaffect any other holder of warrants, and # and in no case shallholder) to change the Holder or its affiliates acquire in excess of 9.999 0/0beneficial ownership limitation to such percentage of the outstandingnumber of shares of the Common Stock oroutstanding immediately after giving effect to the voting powerissuance of shares of Common Stock upon exercise of this Warrant as the Holder shall determine, in its sole discretion, and the provisions of this Section 11(a) shall continue to apply. Upon such a change by a Holder of the beneficial ownership limitation from such 4.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived by such Holder without first providing the minimum notice required by this Section 11(a). Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(g)(ii) with respect to a Section 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company.
Limitation on_Exercise.Holder’s Exercise Limitations. The Holder (includingCompany shall not effect any successor, transferee or assignee)exercise of this Warrant, and a Holder shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder'Holder’s affiliates)Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise.Beneficial Ownership Limitation (as defined below). For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliatesAffiliates shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph,Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934,the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended.to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 2(e), in determining the number of outstanding shares of the Common Stock, thea Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written or oral request of thea Holder, the Company shall within two business daysTrading Days confirm orally and in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By writtenThe “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder may increase or decreaseand the Maximum Percentageprovisions of this Section 2(e) shall continue to any other percentage specified in such notice; provided that # anyapply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company, #Company. 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(e) 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 increase or decrease willlimitation. The limitations contained in this paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
Limitation on_Exercise. The[[Organization A:Organization]] shall not effect the exercise of this Warrant, and the Holder (including any successor, transferee or assignee) shall not have the right to convert any portion ofexercise this WarrantWarrant, to the extent that after giving effect to such exercise, the Holder (together with the Holder'such Holders affiliates) would beneficially own in excess of 9.9990/0 (the Maximum Percentage")4.99% of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes of the foregoing sentence, the aggregate number of shares of the Common Stock beneficially owned by thesuch Holder and its affiliates shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercisedunexercised portion of this Warrant beneficially owned by thesuch Holder or any ofand its affiliates and # exercise or conversion of the unexercised or non-convertedunconverted portion of any other securities of the Company[[Organization A:Organization]] beneficially owned by such person and its affiliates (including, without limitation, any otherconvertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Exercise Notice shall be deemed to be the Holders determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and [[Organization A:Organization]] shall have no obligation to verify or confirm the accuracy of the determination. For purposes of this paragraph,Warrant, in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'[[Organization A:Organization]]'s most recent Form 10-K, Form 10-QQ, Current Report on Form 8-K or Form 8-K,other public filing with the Securities and Exchange Commission, as the case matmay be, # a more recent public announcement by the Company,[[Organization A:Organization]] or # any other notice by the Company or the Transfer Agent[[Organization A:Organization]] setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and upon the written request of the Holder, the Company shall within two business days confirm in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,[[Organization A:Organization]], including this Warrant, by the Holder orand its affiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By written noticeThe provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 5(e)] to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Company, the Holder may increaseintended beneficial ownership limitation herein contained or decrease the Maximum Percentage to any other percentage specified inmake changes or supplements necessary or desirable to properly give effect to such notice; provided that # any such increase will not be effective until the 61st day after such notice is delivered to the Company, # any such increase or decrease will apply to the Holder and not to any other holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.limitation.
Limitation on_Exercise.Holder’s Exercise Limitations. The Holder (includingCompany shall not effect any successor, transferee or assignee)exercise of this Warrant, and a Holder shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder'Holder’s affiliates)Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of 9.9990/0 (the Maximum Percentage") of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise.Beneficial Ownership Limitation (as defined below). For the purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliatesAffiliates shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph,Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934,the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended.to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 2(e), in determining the number of outstanding shares of the Common Stock, thea Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written or oral request of thea Holder, the Company shall within two business daysone Business Day confirm orally and in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By writtenThe “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder may increase or decreaseand the Maximum Percentageprovisions of this Section 2(e) shall continue to any other percentage specified in such notice; provided that # anyapply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company, #Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 2(e) solely with respect to the Holder’s Warrant at any time, which decrease shall be effectively immediately upon delivery of notice to the Company. 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(e) 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 increase or decrease willlimitation. The limitations contained in this paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
Limitation on_Exercise. The Holder (includingCompany shall not effect any successor, transferee or assignee)exercise of this Warrant, and a Holder shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder'Holder’s affiliates)Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of 9.9990/0 (the Maximum Percentage")the Beneficial Ownership Limitation (as defined below). For purposes of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes ofthis Section 2(e), the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliatesAffiliates shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934,the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended.to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 2(e), in determining the number of outstanding shares of the Common Stock, thea Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written request of the Holder,a Holder (which, for clarity, includes electronic mail), the Company shall within two business daysTrading Days confirm orally and in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By writtenThe “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice;Beneficial Ownership Limitation provisions of this Section 2(e), provided that # any suchthe Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company, #Company. 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(e) 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 increase or decrease willlimitation. The limitations contained in this paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
Limitation on_Exercise. The Holder (includingCompany shall not effect any successor, transferee or assignee)exercise of this Warrant, and a Holder shall not have the right to convertexercise any portion of this WarrantWarrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such exercise,issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder'Holder’s affiliates)Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of 9.9990/0 (the Maximum Percentage")the Beneficial Ownership Limitation (as defined below). For purposes of the number of shares of the Common Stock of the Company outstanding immediately after giving effect to such exercise. For the purposes ofthis Section 2(f), the foregoing sentence, the number of shares of the Common Stock beneficially owned by the Holder and its affiliatesAffiliates shall include the number of shares of the Common Stock issuable upon conversionexercise of this Warrant with respect to which thesuch determination of such sentence is being made, but shall exclude the number of shares of the Common Stock which shallwould be issuable upon # exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliatesAffiliates and # exercise or conversion of the unexercised or non-convertednonconverted portion of any other securities of the Company (including, without limitation, any other notes or warrants)Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates.Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of 1934,the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(f) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended.to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this paragraph,Section 2(f), in determining the number of outstanding shares of the Common Stock, thea Holder may rely on the number of outstanding shares of the Common Stock as reflected in # the Company'Company’s most recent Form 10-K, Form 10-Qperiodic or Form 8-K,annual report filed with the Commission, as the case matmay be, # a more recent public announcement by the Company,Company or # any othera more recent written notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. For any reason at any time, during regular business hours of the Company and uponUpon the written request of the Holder,a Holder (which, for clarity, includes electronic mail), the Company shall within two business daysTrading Days confirm orally and in writing to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliatesAffiliates since the date as of which such number of outstanding shares of the Common Stock was reported. By writtenThe “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice;Beneficial Ownership Limitation provisions of this Section 2(f), provided that # any suchthe Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(f) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company, #Company. 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(f) 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 increase or decrease willlimitation. The limitations contained in this paragraph shall apply to the Holder and not to any othera successor holder of warrants, and # and in no case shall the Holder or its affiliates acquire in excess of 9.999 0/0 of the outstanding shares of the Common Stock or the voting power of the Company.this Warrant.
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