Ken, This is from Ancor's Feb/98 Form 8-K
<<< Section 17. Limitation on Beneficial Ownership. The Company shall
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not effect any conversion of Series C Preferred Stock and no holder of Series C
Preferred Stock shall have the right to convert any Series C Preferred Stock to
the extent that after giving effect to such conversion such person (together
with such person's affiliates) would beneficially own in excess of 5.00% of the
outstanding shares of the Common Stock following such conversion. For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially
owned by a person and its affiliates shall include the number of shares of
Common Stock issuable upon conversion of the Series C Preferred Stock with
respect to which the determination of such sentence is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i)
conversion of the remaining, nonconverted shares of Series C Preferred Stock
beneficially owned by such person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any warrants) subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by such person and its affiliates. Except as set
forth in the preceding sentence, for purposes of this Section 17, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. A holder of Series C Preferred Shares may
waive the restrictions of this
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paragraph only upon not less than 61 days prior written notice to the Company
(with such waiver taking effect only upon the expiration of such 61 day notice
period). Notwithstanding anything to the contrary contained herein, each
Conversion Notice shall constitute a representation by the holder submitting
such Conversion Notice that, after giving effect to such Conversion Notice, the
holder will not beneficially own (as determined in accordance with this Section
17) more than 5.00% of the outstanding shares of Common Stock of the Company as
reflected in the Company's most recent Form 10-Q or Form 10-K, as the case may
be, or more recent public press release or other public notice by the Company
setting forth the number of shares of Common Stock outstanding. For purposes of
satisfying its obligations under this paragraph, the Company shall be entitled
to rely solely upon the implied representation of the holder made by submitting
a Notice of Conversion enforcing this provision.>>>
My interpretation is that the company may offer the waiver only if the holder(who fax in a notice) would trim his holding back down under 5%. Only then, this same holder can convert again after 61 days. Where is Pat ?
KJ
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