Common use of Agreements and Acknowledgments of Counterparty Regarding Shares Clause in Contracts

Agreements and Acknowledgments of Counterparty Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange; (ii) Counterparty agrees and acknowledges that Bank will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank in connection with the Transaction may be used by Bank to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank on or prior to the Settlement Date or Cash Settlement Payment Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and (iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of the Number of Shares plus the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

Agreements and Acknowledgments of Counterparty Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank Citibank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange; (ii) Counterparty agrees and acknowledges that Bank Citibank will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank Citibank in connection with the Transaction may be used by Bank Citibank to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank Citibank on or prior to the Settlement Date or Cash Settlement Payment Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and (iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of the Number of Shares plus the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.

Agreements and Acknowledgments of Counterparty Regarding Shares. (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Bank Citibank hereunder, such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim, any preemptive or similar rights claim or other encumbrance and shall, upon such issuance, be accepted for listing or quotation on the Exchange; (ii) Counterparty agrees and acknowledges that Bank Citibank will hedge its exposure to the this Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Bank Citibank in connection with the this Transaction may be used by Bank Citibank to return to securities lenders without further registration under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, Counterparty agrees that the Shares that it delivers, pledges or loans to Bank Citibank on or prior to the final Settlement Date or Cash Settlement Payment Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System; and (iii) Counterparty agrees not to take any action to reduce or decrease the number of authorized and unissued Shares below the sum of the Number of Shares plus the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to which it is a party.