Common use of Ownership Event Clause in Contracts

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Post-Effective Limit for such day (if any applies). Each party hereto represents and warrants to, and agrees with, the other party hereto that (i) to its knowledge, on the Trade Date, the Share Amount for such day does not exceed the Post-Effective Limit for such day and (ii) it does not know on the Trade Date of any event or circumstance that will cause the Share Amount to exceed the Post-Effective Limit on any day during the term of the Transaction; provided, however, that the foregoing representation by Party B shall (i) exclude any Shares other than the Shares subject to this Forward Confirmation or the Transaction, (ii) be deemed to exclude the reference to the determination by Party A in its reasonable discretion from the definition of “Post-Effective Limit” and (iii) exclude matters arising as a result of the regulatory status of Party A as a financial institution or broker-dealer.

Ownership Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Post-Effective Limit for such day (if any applies). Each party hereto represents and warrants to, and agrees with, the other party hereto that (i) to its knowledge, on the Trade Date, the Share Amount for such day does not exceed the Post-Effective Limit for such day and (ii) it does not know on the Trade Date of any event or circumstance that will cause the Share Amount to exceed the Post-Effective Limit on any day during the term of the Transaction; provided, however, that the foregoing representation by Party B shall (i) exclude any Shares other than the Shares subject to this Forward Confirmation or the Transaction together with any Shares subject to the Base Confirmation or the “Transaction” thereunder, (ii) be deemed to exclude the reference to the determination by Party A in its reasonable discretion from the definition of “Post-Effective Limit” and (iii) exclude matters arising as a result of the regulatory status of Party A as a financial institution or broker-dealer.