definiens: ( within themeaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended from time totime ( the ) ), directly or indirectly, of, collectively, greater than 5.00 % of the total votingpower of any class or series of securities of the Company entitled to vote on any matter ( including matterswith respect to which such holders of any such class or series of securities are entitled to provide theirconsent ), except matters with respect to which holders of the Series A Convertible Preferred Shares vote orprovide their consent as a single class or series only ; provided, that if [COMPANY] becomes the beneficial owner, directly or indirectly, of, collectively, greater than 5.00 % or more of the total voting power of any suchclass or series of securities of the Company entitled to vote, or consent, on any matter, as the case may be, then, with respect to the securities that account for the excess over 5.00 % of such class or series, suchsecurities shall be voted in proportion to all other votes cast on such matter ; ( ii ) such holders of the Series AConvertible Preferred Shares deliver a Holder Conversion Notice or the Company issue shares in respectthereof if the number of Common Shares to be so issued in such issuance would result in the issuance ofmore than 19.99 % of the amount of Common Shares of the Company issued and outstanding on the Series AConvertible Preferred Share Conversion Date ; or ( iii ) any or all Series A Convertible Preferred Shares beconvertible to the extent any such conversion would require any consents, registrations, approvals, permitsor authorizations from any federal, state, local or foreign court or other Governmental Entity havingjurisdiction over enforcement of any applicable antitrust or competition Laws that have not been obtained