Common use of Maximum Covered Share Amount Clause in Contracts

Maximum Covered Share Amount. Notwithstanding anything to the contrary in this Agreement, (i) the obligations of the Stockholder pursuant to this Agreement shall apply only to a maximum number of Covered Shares that is one share less than the lesser of (a) the number of Covered Shares the direct or indirect ownership (beneficially or of record) of which by Parent would result in a “Change of Control” (as defined in the Indenture, dated as of October 21, 2009, as amended, modified or supplemented from time to time, by and among the Company, its subsidiaries named therein as subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”)) and (b) the number of Covered Shares the direct or indirect ownership of which by Parent would result in a “Change in Control” (as defined in the Revolving Credit Agreement, dated as of December 6, 2006, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto (the “Credit Agreement”)) (such number of Covered Shares that is one share less than the lesser of the number of Covered Shares referenced in clause (a) and (b), the “Maximum Covered Share Amount”), (ii) to the extent that, notwithstanding the application of clause (i) of this Section, the terms of this Agreement would result in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, then (a) a suitable and equitable provision shall be substituted therefor in order to effect, to the fullest extent permissible under the Indenture without resulting in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, as applicable, the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby.

Maximum Covered Share Amount. Notwithstanding anything to the contrary in this Agreement, (ia) the obligations of the Stockholder all Stockholders pursuant to this Agreement shall apply in the aggregate only to a maximum number of Covered Shares of all Stockholders that is one share less than the lesser of (a) the number of Covered Shares of all Stockholders the direct or indirect ownership (beneficially or of record) of which by Parent would result in (i) a “Change of Control” (as defined in the Indenture, dated as of October 21June 3, 2009, as amended, modified or supplemented from time to time, by and among the Company, its subsidiaries named therein as subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”)) and or (bii) the number of Covered Shares the direct or indirect ownership of which by Parent would result in a “Change in Control” (as defined in the Revolving Credit Agreement, dated as of December 6June 12, 2006, as amended through December 4, 2009, by and among the Company, Wachovia certain Subsidiaries of the Company named therein, the lenders named therein, JPMorgan Chase Bank, National AssociationN.A., as US Administrative Agent, and the other parties thereto JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (the “Credit Agreement”)) (), and the obligations of each Stockholder shall be reduced in proportion to such Stockholder’s aggregate number of Covered Shares that is one share less than relative to the lesser of the number of Covered Shares referenced in clause (a) of all other Stockholders, and (b), the “Maximum Covered Share Amount”), (ii) to the extent that, notwithstanding the application of clause (ia) of this Section, the terms of this Agreement would result in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, then (ai) a suitable and equitable provision shall be substituted therefor in order to effect, to the fullest extent permissible under the Indenture without resulting in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, as applicable, the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible and (bii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby.

Maximum Covered Share Amount. Notwithstanding anything to the contrary in this Agreement, (i) the obligations of the Stockholder pursuant to this Agreement shall apply only to a maximum number of Covered Shares that is one share less than the lesser of (a) the number of Covered Shares the direct or indirect ownership (beneficially or of record) of which by Parent would result in a “Change of Control” (as defined in the Indenture, dated as of October 21, 2009, as amended, modified or supplemented from time to time, by and among the Company, its subsidiaries named therein as subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”“)) and (b) the number of Covered Shares the direct or indirect ownership of which by Parent would result in a “Change in Control” (as defined in the Revolving Credit Agreement, dated as of December 6, 2006, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto (the “Credit Agreement”“)) (such number of Covered Shares that is one share less than the lesser of the number of Covered Shares referenced in clause (a) and (b), the “Maximum Covered Share Amount”“), (ii) to the extent that, notwithstanding the application of clause (i) of this Section, the terms of this Agreement would result in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, then (a) a suitable and equitable provision shall be substituted therefor in order to effect, to the fullest extent permissible under the Indenture without resulting in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, as applicable, the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby.

Maximum Covered Share Amount. Notwithstanding anything to the contrary in this Agreement, (ia) the obligations of the Stockholder all Stockholders pursuant to this Agreement shall apply in the aggregate only to a maximum number of Covered Shares of all Stockholders that is one share less than the lesser of (a) the number of Covered Shares of all Stockholders the direct or indirect ownership (beneficially or of record) of which by Parent would result in (i) a “Change of Control” (as defined in the Indenture, dated as of October 21June 3, 2009, as amended, modified or supplemented from time to time, by and among the Company, its subsidiaries named therein as subsidiary guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Indenture”)) and or (bii) the number of Covered Shares the direct or indirect ownership of which by Parent would result in a “Change in Control” (as defined in the Revolving Credit Agreement, dated as of December 6June 12, 2006, as amended through December 4, 2009, by and among the Company, Wachovia certain Subsidiaries of the Company named therein, the lenders named therein, JPMorgan Chase Bank, National AssociationN.A., as US Administrative Agent,, and the other parties thereto JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent (the “Credit Agreement”)) (), and the obligations of each Stockholder shall be reduced in proportion to such Stockholder’s aggregate number of Covered Shares that is one share less than relative to the lesser of the number of Covered Shares referenced in clause (a) of all other Stockholders, and (b), the “Maximum Covered Share Amount”), (ii) to the extent that, notwithstanding the application of clause (ia) of this Section, the terms of this Agreement would result in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, then (ai) a suitable and equitable provision shall be substituted therefor in order to effect, to the fullest extent permissible under the Indenture without resulting in a “Change of Control” under the Indenture or a “Change in Control” under the Credit Agreement”, as applicable, the original intent of the parties as closely as possible and to the end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible and (bii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby.