Common use of Maximum Profit Clause in Contracts

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 1,300,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 72,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision of this Agreementherein, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 47,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 224,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 112,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Xxxxxxxxxx Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this AgreementAgreement other than Section 16(e), in no event shall Grantee’s 's Total Profit (as defined in Section 16(c)) exceed $205,000,000 555 million (the “"Maximum Profit”"), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s 's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision of this Agreementherein, in no event shall Grantee’s NBT's Total Profit (as defined in Section section 16(c)) exceed $205,000,000 6 million (the “"Maximum Profit”"), and, if the Total Profit would otherwise exceed such amount, GranteeNBT, in at its sole discretionelection, shall either (1) reduce the number of shares subject to the Option (and any Substitute Substitution Option), (2) deliver to IssuerCNB, or Substitute Option Issuer, as the case may be, for cancellation shares of CNB Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee NBT valued at fair market value at the time of delivery, (3) pay cash to IssuerCNB, or Substitute Option Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s NBT's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision of this Agreementherein, in no event shall Grantee’s 's Total Profit (as defined in Section 16(c22(c)) exceed $205,000,000 25 million (the “"Maximum Profit”"), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1i) reduce the number of shares subject to the Option (and any Substitute Option), (2ii) deliver to Issuer, or Substitute Option Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3iii) pay cash to Issuer, or Substitute Option Issuer, as the case may be, (4iv) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5v) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, Price or (6vi) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s 's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any provision of this Agreement, in no event shall Grantee’s Total Profit (as defined in Section 16(c)) exceed $205,000,000 825,000,000 (the “Maximum Profit”), and, if the Total Profit would otherwise exceed such amount, Grantee, in its sole discretion, shall either (1) reduce the number of shares subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election), so that Grantee’s actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision of this Agreementherein, -------------- in no event shall Grantee’s 's Total Profit (as defined in Section 16(c22(c)) exceed $205,000,000 25 million (the “Maximum Profit”"MAXIMUM PROFIT"), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1i) reduce the number of shares subject to the Option (and any Substitute Option), (2ii) deliver to Issuer, or Substitute Option Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3iii) pay cash to Issuer, or Substitute Option Issuer, as the case may be, (4iv) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5v) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, Price or (6vi) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s 's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision herein or of this the Merger Agreement, in no event shall Grantee’s 's Total Profit (as defined in Section 16(c15(c)) exceed $205,000,000 189,211,500.00 (the “"Maximum Profit”"), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1) reduce the number of shares Exhibit A subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s 's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.

Maximum Profit. (a) Notwithstanding any other provision herein or of this the Merger Agreement, in no event shall Grantee’s 's Total Profit (as defined in Section 16(c15(c)) exceed $205,000,000 189,211,500.00 (the “Maximum Profit”"MAXIMUM PROFIT"), and, if the Total Profit would otherwise exceed such amount, Grantee, in at its sole discretionelection, shall either (1) reduce the number of shares EXHIBIT A subject to the Option (and any Substitute Option), (2) deliver to Issuer, or Substitute Issuer, as the case may be, for cancellation shares of Common Stock or Substitute Common Stock, as the case may be, previously purchased by Grantee valued at fair market value at the time of delivery, (3) pay cash to Issuer, or Substitute Issuer, as the case may be, (4) increase or otherwise adjust the Option Price or Substitute Option Price (or any portion thereof), (5) reduce the amount of the Option Repurchase Price or Substitute Option Repurchase Price, or (6) undertake any combination of the foregoing (which combination shall be at Grantee’s sole election)foregoing, so that Grantee’s 's actually realized Total Profit shall not exceed the Maximum Profit after taking into account the foregoing actions.