Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 8 contracts

Samples: Letter Agreement (Air Transport Services Group, Inc.), Letter Agreement (Air Transport Services Group, Inc.), Letter Agreement (Air Transport Services Group, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under other transactions with the ~~Other Warrant Confirmation~~Issuer, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under other transactions with the ~~Other Warrant Confirmation~~Issuer, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery (in physical form, and not the cash value thereof) shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 6 contracts

Samples: Letter Agreement (Ezcorp Inc), Letter Agreement (Ezcorp Inc), Letter Agreement (Ezcorp Inc)

Limit on Beneficial Ownership. Notwithstanding ~~any other provisions hereof~~anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, Dealer may not exercise any Warrant ~~hereunder or~~ hereunder, in no event shall Dealer be entitled to receive or take delivery of any Shares deliverable ~~hereunder~~hereunder (or be deemed to so receive or so take delivery), and Automatic Exercise shall not apply with respect to any Warrant hereunder, in each case, to the extent (but only to the extent) that, after such receipt or delivery of any Shares upon the exercise of such Warrant or otherwise ~~hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~hereunder, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such ~~delivery and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~delivery, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 5 contracts

Samples: Letter Agreement (AOL Inc.), Letter Agreement (AOL Inc.), Letter Agreement (AOL Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 5 contracts

Samples: Letter Agreement (Aceto Corp), Letter Agreement (Molina Healthcare Inc), Letter Agreement (Molina Healthcare Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 1, 2022 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 5 contracts

Samples: CONMED Corp, CONMED Corp, CONMED Corp

Limit on Beneficial Ownership. Notwithstanding ~~any other provisions hereof~~anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, Dealer may not exercise any Warrant ~~hereunder or~~ hereunder, in no event shall Dealer be entitled to receive or take delivery of any Shares deliverable ~~hereunder~~hereunder (or be deemed to so receive or so take delivery), and Automatic Exercise shall not apply with respect to any Warrant hereunder, in each case, to the extent (but only to the extent) that, after such receipt or delivery of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August 13, 2014 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 4 contracts

Samples: Letter Agreement (AOL Inc.), Letter Agreement (AOL Inc.), Letter Agreement (AOL Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 4 contracts

Samples: Letter Agreement (Avaya Holdings Corp.), Letter Agreement (Avaya Holdings Corp.), Amneal Pharmaceuticals, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated May 14, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 4 contracts

Samples: Letter Agreement (Shutterfly Inc), Shutterfly Inc, Shutterfly Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 4, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 4 contracts

Samples: Letter Agreement (Integra Lifesciences Holdings Corp), Letter Agreement (Integra Lifesciences Holdings Corp), Letter Agreement (Integra Lifesciences Holdings Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated April 30, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 4 contracts

Samples: Letter Agreement (CalAmp Corp.), Letter Agreement (CalAmp Corp.), Letter Agreement (CalAmp Corp.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated December 12, 2016 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 3 contracts

Samples: Letter Agreement (World Wrestling Entertainmentinc), Letter Agreement (World Wrestling Entertainmentinc), Letter Agreement (World Wrestling Entertainmentinc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 24, 2019 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 3 contracts

Samples: Conmed Corp, Conmed Corp, Conmed Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated April 28, 2016 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 3 contracts

Samples: Letter Agreement (Knowles Corp), Letter Agreement (Knowles Corp), Letter Agreement (Knowles Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 11, 2014 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 3 contracts

Samples: Letter Agreement (Amag Pharmaceuticals Inc.), Letter Agreement (Amag Pharmaceuticals Inc.), Letter Agreement (Amag Pharmaceuticals Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated May 17, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 3 contracts

Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc), Atlas Air Worldwide Holdings Inc, Atlas Air Worldwide Holdings Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 9, 2011 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Integra Lifesciences Holdings Corp), Letter Agreement (Integra Lifesciences Holdings Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise ~~hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~hereunder, (i~~) the Section 16 Percentage would exceed 8.0%, or (ii~~) the Share Amount would exceed the Applicable ~~Share Limit~~Limit or (ii) Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of the lesser of (A) 8.0% of the then outstanding Shares or (B) 8,752,148 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such ~~delivery and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~delivery, (i~~) the Section 16 Percentage would exceed 8.0%, or (ii~~) the Share Amount would exceed the Applicable ~~Share~~ Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the ~~Section 16 Percentage would not exceed 8.0%, and (ii) the~~ Share Amount would not exceed the Applicable ~~Share~~ Limit~~. For the purposes of this Section 9(l)~~, ~~any calculations~~ and (ii) Dealer Group would not directly or indirectly so beneficially own in excess of the ~~Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH~~ Threshold Number of ~~Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~Shares.

Appears in 2 contracts

Samples: Wyndham Worldwide Corp, Wyndham Worldwide Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated November 19, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Albany Molecular Research Inc), Letter Agreement (Albany Molecular Research Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated April 1, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Nevro Corp, Nevro Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated May 28, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc), Atlas Air Worldwide Holdings Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 17, 2016 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Invacare Corp), Letter Agreement (Invacare Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer ~~may~~ shall not ~~exercise any Warrant hereunder or~~ be entitled to take delivery of any Shares deliverable ~~hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder,~~ hereunder to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated October 10, 2013 between Dealer and Company regarding Base Warrants, as amended and/or restated (the “Base Warrant Confirmation”), (i) the Section 16 Percentage with respect to any Shares comprising the Basket would exceed ~~8.0~~7.5%, or (ii) the Share Amount of any Shares comprising the Basket would exceed the Applicable Share ~~Limit~~Limit (if any applies). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage with respect to any Shares comprising the Basket would exceed ~~8.0~~7.5%, or (ii) the Share Amount of any Shares comprising the Basket would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one ~~Business~~ Scheduled Trading Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage with respect to the relevant Shares comprising the Basket would not exceed ~~8.0~~7.5%, and (ii) the Share Amount of the relevant Shares comprising the Basket would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Liberty Media Corp, Liberty Media Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated July 1, 2013 between Dealer and Company regarding Base Warrants (the "Base Warrant Confirmation"), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s 's obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Healthways, Inc, Healthways, Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated December 16, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the ~~purposes~~ avoidance of doubt, the provisions set forth in this Section 9(l~~), any calculations~~ ) shall apply solely to the settlement date(s) of the ~~Applicable Share Limit~~ Warrants and shall not affect the aggregate number of Shares that Company is required to deliver to Dealer hereunder, which number shall be ~~without regard~~ determined pursuant to ~~any restrictions set forth~~ the provisions following the headings “Procedures for Exercise,” “Valuation” and “Settlement Terms” (other the provisions opposite the caption “Settlement Date(s)”) in ~~Article FIFTH~~ Section 2 of ~~Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~this Confirmation.

Appears in 2 contracts

Samples: Letter Agreement (TTM Technologies Inc), Letter Agreement (TTM Technologies Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 17, 2018 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Patrick Industries Inc, Patrick Industries Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated June 11, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Workday, Inc.), Letter Agreement (Workday, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 26, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share ~~Limit. For~~ Limit (and, for the ~~purposes~~ avoidance of doubt, nothing in this Section 9(l~~), any calculations of the Applicable Share Limit~~ ) shall ~~be without regard~~ require Company to ~~any restrictions set forth~~ make such delivery in ~~Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto~~cash).

Appears in 2 contracts

Samples: Horizon Global Corp, Horizon Global Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 10, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Ironwood Pharmaceuticals Inc, Ironwood Pharmaceuticals Inc

Limit on Beneficial Ownership. Notwithstanding ~~any other provisions hereof~~anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, Dealer may not exercise any Warrant ~~hereunder or~~ hereunder, in no event shall Dealer be entitled to receive or take delivery of any Shares deliverable ~~hereunder~~hereunder (or be deemed to so receive or so take delivery), and Automatic Exercise shall not apply with respect to any Warrant hereunder, in each case, to the extent (but only to the extent) that, after such receipt or delivery of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 24, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Auxilium Pharmaceuticals Inc, Auxilium Pharmaceuticals Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated October 31, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 2 contracts

Samples: Letter Agreement (Chart Industries Inc), Letter Agreement (Chart Industries Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 12, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]8, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]9, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (I3 Verticals, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August [ ], 2023 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Akamai Technologies Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August [ ], 2019 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Akamai Technologies Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated May 23, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: ServiceNow, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated September [__], 2018 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Perficient Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 15, 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Cracker Barrel Old Country Store, Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, ~~Dealer~~ Nomura may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to ~~Dealer~~ Nomura under the ~~Other~~ letter agreement dated March 4, 2014 between Nomura and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~4.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to ~~Dealer~~ Nomura under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~4.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to ~~Dealer~~ Nomura hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, ~~Dealer~~ Nomura gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Cowen Group, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August 12, 2019 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]5, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]6, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Insight Enterprises Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated July 14, 2011 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Electronic Arts Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant ~~hereunder,~~ hereunder to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated May [ 🌑 ], 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation,~~ Confirmation”)]3 (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]4, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result 3 Include in Additional Warrant Confirmation. 4 Include in Additional Warrant Confirmation. of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: On Semiconductor Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 25, 2019 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]7, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]8, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Uniti Group Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 26, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]13, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]14, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Rovi Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated October 29, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Integrated Device Technology Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 13, 2014 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]4, (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]5, (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8%, and (ii) the Share Amount would not exceed the Applicable Share Limit. ~~For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth~~ 4 Insert in ~~Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~Additional Warrant Confirmation only. 5 Insert in Additional Warrant Confirmation only.

Appears in 1 contract

Samples: Letter Agreement (Akamai Technologies Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 7, 2019 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Tabula Rasa HealthCare, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated March [__], 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]4, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]5, (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Itron, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [ ], 2018 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]5, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]6, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Q2 Holdings, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated April 14, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Dick's Sporting Goods, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August 11, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Perficient Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated August 23, 2012 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Wright Medical Group Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [ ], 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]6, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]7, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Perficient Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [ ● ], 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]7, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]8, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (John Bean Technologies CORP)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January [ ], 2021, between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]6, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]7, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the ~~purposes~~ avoidance of ~~this Section 9(l)~~doubt, ~~any calculations of~~ in no case would the ~~Applicable Share Limit shall~~ Company be ~~without regard~~ obligated to ~~any restrictions set forth~~ pay such additional amount in ~~Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~cash.

Appears in 1 contract

Samples: Letter Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated November 6, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: ServiceNow, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated December 17, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Spectrum Pharmaceuticals Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 8, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]8, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]9, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Brocade Communications Systems Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 12, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable ~~to Dealer~~ under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Allscripts Healthcare Solutions, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated September [__], 2023 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]6, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]7, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Advanced Energy Industries Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to the Dealer under the ~~Other~~ letter agreement dated June 12, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Allscripts Healthcare Solutions, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, ~~Dealer~~ JPMorgan may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise ~~hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~hereunder, (i) the Section 16 Percentage would exceed ~~8.0%,~~ the Section 16 Threshold Percentage or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such ~~delivery and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~delivery, (i) the Section 16 Percentage would exceed ~~8.0%,~~ the Section 16 Threshold Percentage or (ii) the Share Amount would exceed the Applicable Share ~~Limit.~~ Limit If any delivery owed to ~~Dealer~~ JPMorgan hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, ~~Dealer~~ JPMorgan gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0%,~~ the Section 16 Threshold Percentage and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Ariad Pharmaceuticals Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 7, 2016 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Nevro Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated September 14, 2010 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Tower Group, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [•], 2021 between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]3, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]4, (i) the Section 16 Percentage would exceed ~~8.0~~9.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Realogy Group LLC

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 9, 2015 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation , (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Wright Medical Group Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the ~~purposes~~ avoidance of doubt, Company shall not owe any cash payment to Dealer pursuant to, or on account of, this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Meadowbrook Insurance Group Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated May 16, 2018 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)] Insert in Additional Warrant Confirmation only., (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation] Insert in Additional Warrant Confirmation only., (i) the Section 16 Percentage would exceed ~~8.0~~8%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Akamai Technologies Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated October 31, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation,, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Chart Industries Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated September [ ], 2014 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed ~~8.0~~9.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed ~~8.0~~9.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~9.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Electronics for Imaging Inc)

Limit on Beneficial Ownership. Notwithstanding ~~any other provisions hereof~~anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, Dealer may not exercise any Warrant ~~hereunder or~~ hereunder, in no event shall Dealer be entitled to receive or take delivery of any Shares deliverable ~~hereunder~~hereunder (or be deemed to so receive or so take delivery), and Automatic Exercise shall not apply with respect to any Warrant hereunder, in each case, to the extent (but only to the extent) that, after such receipt or delivery of any Shares upon the exercise of such Warrant or otherwise ~~hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~hereunder, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery ~~and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation,~~ (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Auxilium Pharmaceuticals Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated October 6, 2022 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Semtech Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ letter agreement dated September 12, 2017 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to by Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Workday, Inc.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [______], 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)], (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation], (i) the Section 16 Percentage would exceed 8.0%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.0%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Cinemark Holdings, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated February 2, 2021 between Dealer and Counterparty regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]2, (i) the Section 16 Percentage would exceed ~~8.0%~~[8.5][9.0]%, the Option Equity Percentage exceeds 14.5% or (iiiii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]3, (i) the Section 16 Percentage would exceed ~~8.0%~~[8.5][9.0]%, or (ii) the Option Equity Percentage exceeds 14.5% (iii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, ~~Company~~Counterparty’s obligation to make such delivery shall not be extinguished and ~~Company~~ Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to ~~Company~~ Counterparty that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~[8.5][9.0]%, (ii) the Option Equity Percentage would not exceed 14.5%, and (iiiii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Mitek Systems Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 4, 2020 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Varex Imaging Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated April 24, 2014 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0%~~[7.5][9.25]%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0%~~[7.5][9.25]%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0%~~[7.5][9.25]%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Citrix Systems Inc)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated June 12, 2013 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Letter Agreement (Allscripts Healthcare Solutions, Inc.)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated [ ], 2022, between Dealer and Company regarding Base Warrants (the “Base Warrant ~~Confirmation~~Confirmation”)]4, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery [and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant ~~Confirmation~~Confirmation]5, (i) the Section 16 Percentage would exceed ~~8.0~~8.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the ~~purposes~~ avoidance of ~~this Section 9(l)~~doubt, ~~any calculations of~~ in no case would the ~~Applicable Share Limit shall~~ Company be ~~without regard~~ obligated to ~~any restrictions set forth~~ pay such additional amount in ~~Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~cash.

Appears in 1 contract

Samples: Letter Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise ~~hereunder and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~hereunder, (i~~) the Section 16 Percentage would exceed 8.0%, or (ii~~) the Share Amount would exceed the Applicable ~~Share Limit~~Limit or (ii) Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of the lesser of (A) 4.9% of the then outstanding Shares or (B) 8,752,148 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such ~~delivery and after taking into account any Shares deliverable to Dealer under the Other Warrant Confirmation~~delivery, (i~~) the Section 16 Percentage would exceed 8.0%, or (ii~~) the Share Amount would exceed the Applicable ~~Share~~ Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the ~~Section 16 Percentage would not exceed 8.0%, and (ii) the~~ Share Amount would not exceed the Applicable ~~Share~~ Limit~~. For the purposes of this Section 9(l)~~, ~~any calculations~~ and (ii) Dealer Group would not directly or indirectly so beneficially own in excess of the ~~Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH~~ Threshold Number of ~~Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto)~~Shares.

Appears in 1 contract

Samples: Wyndham Worldwide Corp

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, ~~Dealer~~ Nomura may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to ~~Dealer~~ Nomura under the ~~Other~~ letter agreement dated December 4, 2014 between Nomura and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to ~~Dealer~~ Nomura under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to ~~Dealer~~ Nomura hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, ~~Dealer~~ Nomura gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Ani Pharmaceuticals Inc

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder, to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the ~~Other~~ letter agreement dated January 30, 2019 between Dealer and Company regarding the Warrants (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery and after taking into account any Shares deliverable to Dealer under the ~~Other~~ Base Warrant Confirmation, (i) the Section 16 Percentage would exceed ~~8.0~~7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Company’s obligation to make such delivery shall not be extinguished and Company shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, Dealer gives notice to Company that, after such delivery, (i) the Section 16 Percentage would not exceed ~~8.0~~7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit. For the purposes of this Section 9(l), any calculations of the Applicable Share Limit shall be without regard to any restrictions set forth in Article FIFTH of Counterparty’s Amended and Restated Certificate of Incorporation (or any successor provision thereto).

Appears in 1 contract

Samples: Wright Medical Group N.V.

Common use of Limit on Beneficial Ownership Clause in Contracts