Common use of Limit on Beneficial Ownership Clause in Contracts

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, Bank may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder if, upon receipt of such Shares, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.5% of the then outstanding Shares and (B) 12,013,276 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank gives notice to the Company that such delivery would not result in (i) the Share Amount exceeding the Post-Effective Limit, or (ii) Bank Group directly or indirectly beneficially owning in excess of the Threshold Number of Shares.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in this Agreement, on any Maturity Date, any Accelerated Maturity Date or Unwind Date, upon the Agreement occurrence of an Event of Default, or this Confirmationotherwise, Bank may not exercise in no event shall any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or Noteholder be entitled to take delivery acquire, receive or exercise any rights of a secured party in respect of Collateral consisting of, shares of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect class of voting securities of an issuer to any Warrant hereunder ifthe extent that, upon such acquisition, receipt of such Sharesor exercise, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” (within the meaning of Section 13 or Section 16 of the Exchange Act of 1934, as amended, and the rules promulgated thereunder) of Shares by Bank Group such Noteholder or any entity that directly or indirectly controls such Noteholder (collectively, such Noteholder’s “Noteholder Group”) would be equal to or greater than the lesser of (A) exceed 4.5% of the then outstanding Shares and (B) 12,013,276 Shares (shares of such class or any member of the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Noteholder Group would be deemed to directly or indirectly so beneficially own in excess 4.5% or more of the Threshold Number outstanding equity of Sharesthe issuer of such stock or have the right to vote securities conferring 4.5% or more of the total vote on general corporate matters with respect to such issuer. The inability of any Noteholder to acquire, receive or exercise rights with respect to Collateral consisting of, shares provided by this Agreement at any time as a result of this provision shall not preclude such Noteholder from taking such action at a later time when permitted by this provision. If any delivery owed to Bank any Noteholder hereunder is not made, in whole or in part, as a result of this provisionSection 26, the CompanyIssuer’s obligation to make such delivery shall not be extinguished extinguished, and the Company Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank gives following notice to the Company from such Noteholder that such delivery would not result in (i) the Share Amount exceeding the Post-Effective Limit, or (ii) Bank Group directly or indirectly beneficially owning in excess of the Threshold Number of Sharesbe permitted by this Section 26.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such SharesWarrant or otherwise hereunder, (i) the Share Amount would exceed the Post-Effective Applicable Share Limit, or (ii) the “beneficial ownership” Dealer Group would directly or indirectly beneficially own (within the meaning as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.57.5% of the then outstanding Shares and or (B) 12,013,276 3,465,354 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Applicable Share Limit, or (ii) Bank Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank Dealer hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank Dealer gives notice to the Company that that, after such delivery would not result in delivery, (i) the Share Amount exceeding would not exceed the Post-Effective Applicable Share Limit, or and (ii) Bank Dealer Group would not directly or indirectly so beneficially owning own in excess of the Threshold Number of Shares.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such SharesWarrant or otherwise hereunder, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Post-Effective Applicable Share Limit, or (ii) the “beneficial ownership” (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.5% of the then outstanding Shares and (B) 12,013,276 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Post-Effective Applicable Share Limit, or (ii) Bank Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank Dealer hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank Dealer gives notice to the Company that that, after such delivery would not result in delivery, (i) the Share Amount exceeding the Post-Effective LimitSection 16 Percentage would not exceed 7.5%, or and (ii) Bank Group directly or indirectly beneficially owning the Share Amount would not exceed the Applicable Share Limit. For the avoidance of doubt, the provisions set forth in excess this Section 9(l) shall apply solely to the settlement date(s) of the Threshold Number Warrants and shall not affect the aggregate number of SharesShares that Company is required to deliver to Dealer hereunder, which number shall be determined pursuant to the provisions following the headings “Procedures for Exercise,” “Valuation” and “Settlement Terms” (other the provisions opposite the caption “Settlement Date(s)”) in Section 2 of this Confirmation.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such SharesWarrant or otherwise hereunder, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” Dealer Group would directly or indirectly beneficially own (within the meaning as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.57.5% of the then outstanding Shares and or (B) 12,013,276 13,577,900 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank Dealer hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank Dealer gives notice to the Company that that, after such delivery would not result in delivery, (i) the Share Amount exceeding would not exceed the Post-Effective Limit, or and (ii) Bank Dealer Group would not directly or indirectly so beneficially owning own in excess of the Threshold Number of Shares.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Underlying Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Underlying Shares upon the exercise of such SharesWarrant or otherwise hereunder and after taking into account any Underlying Shares deliverable to Bank under the Base Warrant Confirmation, the Bank Group would directly or indirectly beneficially own (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” (within the meaning as such term is defined for purposes of Section 13 or Section 16 13(d) of the Exchange Act and the rules promulgated thereunderAct) in excess of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.59.5% of the then outstanding Shares and (B) 12,013,276 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliverydelivery and after taking into account any Underlying Shares deliverable to Bank under the Base Warrant Confirmation, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Group would directly or indirectly so beneficially own in excess of 9.5% of the Threshold Number of outstanding Shares. If any delivery owed to Bank hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank gives notice to Company that, after such delivery, the Company that such delivery Bank Group would not result in (i) the Share Amount exceeding the Post-Effective Limit, or (ii) Bank Group directly or indirectly so beneficially owning own in excess of 9.5% of the Threshold Number of outstanding Shares.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such SharesWarrant or otherwise hereunder, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” Dealer Group would directly or indirectly beneficially own (within the meaning as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of Shares by Bank Group would be equal to or greater than the lesser of (A) 4.57.5% of the then outstanding Shares and (B) 12,013,276 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank Dealer hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank Dealer gives notice to the Company that such delivery would not result in (i) the Share Amount exceeding the Post-Effective Limit, or (ii) Bank Group directly or indirectly beneficially owning in excess of the Threshold Number of Shares.to

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmationany other provisions hereof, Bank Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder ifhereunder, upon to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such SharesWarrant or otherwise hereunder, Dealer Group would directly or indirectly beneficially own (i) the Share Amount would exceed the Post-Effective Limit, or (ii) the “beneficial ownership” (within the meaning as such term is defined for purposes of Section 13 or Section 16 13(d) of the Exchange Act and the rules promulgated thereunderAct) in excess of Shares by Bank Group would be equal to or greater than the lesser of (Ai) 4.57.5% of the then outstanding Shares and or (Bii) 12,013,276 14,943,816 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, or (ii) Bank Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Bank Dealer hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Bank Dealer gives notice to the Company that that, after such delivery delivery, Dealer Group would not result in (i) the Share Amount exceeding the Post-Effective Limit, or (ii) Bank Group directly or indirectly so beneficially owning own in excess of the Threshold Number of Shares.