Common use of Maximum Share Delivery Clause in Contracts

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will the Company be required to deliver more than the Maximum Amount of Shares in the aggregate to Bank in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event the Company shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) the Company additionally authorizes any unissued Shares that are not reserved for other transactions. The Company shall immediately notify Bank of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage of such aggregate number of Shares thereafter.

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, the Agreement Confirmation or the Equity DefinitionsAgreement, in no event will the Company Counterparty be required to deliver more than 3,121,898 Shares (the “Maximum Amount of Shares Amount”) in the aggregate to Bank Dealer in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event the Company Counterparty shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), the Company Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by the Company Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) the Company Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. The Company Counterparty shall immediately notify Bank Dealer of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage of such aggregate number of Shares thereafter.

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, the Agreement Confirmation or the Equity DefinitionsAgreement, in no event will the Company Counterparty be required to deliver more than 445,992 Shares (the “Maximum Amount of Shares Amount”) in the aggregate to Bank Dealer in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event the Company Counterparty shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), the Company Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by the Company Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) the Company Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. The Company Counterparty shall immediately notify Bank Dealer of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage of such aggregate number of Shares thereafter.

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, the Agreement or the Equity Definitions, in no event will the Company be required to deliver more than the Maximum Amount of Shares in the aggregate to Bank in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event the Company shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), the Company shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by the Company or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) the Company additionally authorizes any unissued Shares that are not reserved for other transactions. The Company shall immediately notify Bank of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage [ ]% of such aggregate number of Shares thereafter.

Maximum Share Delivery. Notwithstanding any other provision of this Confirmation, the Agreement Confirmation or the Equity DefinitionsAgreement, in no event will the Company Counterparty be required to deliver more than 1.2 times the Maximum Amount Number of Shares (the “Maximum Amount”) in the aggregate to Bank in connection with the Transaction, subject to the provisions below regarding Deficit Shares. In the event the Company Counterparty shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “Deficit Shares”), the Company Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by the Company Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) the Company Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. The Company Counterparty shall immediately notify Bank of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver the Applicable Percentage 50% of such aggregate number of Shares thereafter. Counterparty shall maintain a number of authorized but unissued Shares that are free from preemptive rights that at all times exceeds the sum of (x) the Maximum Amount, plus (y) the aggregate number of Shares expressly reserved for any other use (including, without limitation, Shares reserved for issuance upon the exercise of options or convertible debt), whether expressed as caps or as numbers of Shares reserved or otherwise.