Foreclosure Limitations Sample Clauses

Foreclosure Limitations. Notwithstanding anything to the contrary herein, in the case of any default by Counterparty in its obligations hereunder, (x) Deutsche shall not be entitled to vote or exercise its remedies with respect to any Collateral Shares hereunder in a manner that would cause Deutsche and each person subject to aggregation of Shares with Deutsche (I) under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and rules promulgated thereunder (the “Deutsche Group”) to become at any one time a beneficial owner or a member of a “group” with “beneficial ownership” (each term within the meaning of Sections 13 or 16 of the Exchange Act and the rules promulgated thereunder), of more than 5% of the shares of common stock of the Issuer then outstanding or (II) under any federal, state or local laws, regulations or regulatory orders, or any constitutive documents of Issuer or contracts to which Issuer is party, to own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (a) the number of Shares that would give rise to any reporting or registration obligation or other requirement (including obtaining prior approval by a state or federal regulator) of Deutsche or its affiliates, or result in any other adverse effect on Deutsche or its affiliates, and with respect to which such requirements have not been met or the relevant approval has not been received (if applicable), minus (b) 1% of the number of outstanding Shares on the date of determination (each of the conditions described in sub-clauses (x)(I) and (II) above, an “Excess Ownership Position”) and (y) any sale, transfer or other disposition of Collateral Shares by Deutsche or its affiliate must be a Qualifying Disposition (as defined below). Counterparty hereby (i) acknowledges that selling or otherwise disposing of Collateral Shares in accordance with the restrictions set forth in this provision may result in prices and terms less favorable to Deutsche than those that could be obtained by selling or otherwise disposing of any such Shares in a single transaction to a single purchaser and (ii) agrees and acknowledges that no method of sale or other disposition of the available portion of any such Shares shall be deemed commercially unreasonable because of any action taken or not taken by Deutsche to comply with such restrictions. For the avoidance of doubt, the inability of Deutsche to acquire, receive or exe...