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Technology Stocks : The New QLogic (ANCR) -- Ignore unavailable to you. Want to Upgrade?

To: Ken Richard who wrote (18460)	10/10/1998 1:39:00 AM
From: George Dawson	Read Replies (3) \| Respond to of 29386

Ken, From the S-3: www4.edgar-online.com The top of page 17. I think it states that this provision can be waived if the company is given 61 days notice. I think if the limitations were firm - Bill Vaughan and I would not have had this previous discussion: Message 5312035 At least in the short term. George D.

To: Ken Richard who wrote (18460)	10/10/1998 10:47:00 AM
From: KJ. Moy	Read Replies (1) \| Respond to of 29386

Ken, This is from Ancor's Feb/98 Form 8-K <<< Section 17. Limitation on Beneficial Ownership. The Company shall ---------------------------------- 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 21 <PAGE> 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