Common use of Maximum Share Delivery Clause in Contracts

Maximum Share Delivery. Notwithstanding any other provision of this Master Confirmation, in no event will Party B be required to deliver to KBCM in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transaction. Party B represents and warrants (which shall be deemed to be repeated on each day that any Transaction is outstanding) that the Capped Number for such Transaction is equal to or less than the number of authorized but unissued Shares of Party B that are not reserved for future issuance in connection with transactions in the Shares (other than such Transaction) on the date of the determination of the Capped Number (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B shall not have delivered the full number of Shares otherwise deliverable in respect of a Transaction (the resulting deficit, the “Deficit Shares”), then Party B 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 Party B or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions become no longer so reserved; and (iii) Party B authorizes additional unissued Shares. Party B shall immediately notify KBCM of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Party B covenants not to take any action to decrease the number of Available Shares below the Capped Number.

Maximum Share Delivery. Notwithstanding any other provision of this Master ConfirmationConfirmation or the Agreement, in no event will Party B Counterparty be required to deliver more than [ ] Shares (the “Maximum Amount”) in the aggregate to KBCM Dealer in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number provisions below regarding Deficit Shares and to adjustment from time to time in accordance with the provisions of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transactionthis Confirmation or the Equity Definitions. Party B Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that any the Transaction is outstanding) that the Capped Number for such Transaction Maximum Amount is equal to or less than the number of authorized but unissued Shares of Party B that are Counterparty in respect of which rights to subscribe have not reserved for future issuance been granted (“reserved”) in connection with transactions in the Shares (other than such the Transaction) on the date of the determination of the Capped Number Maximum Amount (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B In the event Counterparty shall not have delivered the full number of Shares otherwise deliverable due in respect connection with the Transaction as a result of a Transaction the first sentence of this paragraph relating to the Maximum Amount (the resulting such deficit, the “Deficit Shares”), then Party B 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 Party B Counterparty or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); , (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved; reserved and (iii) Party B Counterparty additionally authorizes additional any unissued SharesShares that are not reserved for other transactions. Party B Counterparty shall immediately notify KBCM 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 of such aggregate number of Shares thereafter. Party B covenants Counterparty shall not to enter into any transaction, or take any action other action, that would result in an adjustment to decrease the maximum number of Available Shares below deliverable under this paragraph (m) resulting in the Capped Numberissuance of a number of Shares that would require stockholder approval under applicable law, exchange regulations or otherwise, without having obtained prior stockholder approval.

Maximum Share Delivery. Notwithstanding any other provision of this Master Confirmation, in no event will Party B be required to deliver to KBCM BNYM in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transaction. Party B represents and warrants (which shall be deemed to be repeated on each day that any Transaction is outstanding) that the Capped Number for such Transaction is equal to or less than the number of authorized but unissued Shares of Party B that are not reserved for future issuance in connection with transactions in the Shares (other than such Transaction) on the date of the determination of the Capped Number (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B shall not have delivered the full number of Shares otherwise deliverable in respect of a Transaction (the resulting deficit, the “Deficit Shares”), then Party B 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 Party B or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions become no longer so reserved; and (iii) Party B authorizes additional unissued Shares. Party B shall immediately notify KBCM BNYM of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Party B covenants not to take any action to decrease the number of Available Shares below the Capped Number.

Maximum Share Delivery. Notwithstanding any other provision of this Master Confirmation, in no event will Party B be required to deliver to KBCM Dealer in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transaction. Party B represents and warrants (which shall be deemed to be repeated on each day that any Transaction is outstanding) that the Capped Number for such Transaction is equal to or less than the number of authorized but unissued Shares of Party B that are not reserved for future issuance in connection with transactions in the Shares (other than such Transaction) on the date of the determination of the Capped Number (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B shall not have delivered the full number of Shares otherwise deliverable in respect of a Transaction (the resulting deficit, the “Deficit Shares”), then Party B 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 Party B or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions become no longer so reserved; and (iii) Party B authorizes additional unissued Shares. Party B shall immediately notify KBCM Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Party B covenants not to take any action to decrease the number of Available Shares below the Capped Number.

Maximum Share Delivery. Notwithstanding any other provision of this Master Confirmation, in no event will Party B be required to deliver to KBCM in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwiseSection 9(p)(ii) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transaction. Party B represents and warrants (which shall be deemed to be repeated on each day that any Transaction is outstanding) that the Capped Number for such Transaction is equal to or less than the number of authorized but unissued Shares of Party B that are not reserved for future issuance in connection with transactions in the Shares (other than such Transaction) on the date of the determination of Confirmation is replaced in its entirety with the Capped Number (such authorized but unissued Shares, following new Section 9(p)(ii): In the “Available Shares”). If, as a result of this paragraph, Party B event Issuer shall not have delivered issued to Dealer the full number of Shares or Restricted Shares otherwise deliverable in respect to be issued by Issuer to Dealer pursuant to the terms of a the Transaction because Issuer has insufficient authorized capital to issue the full number of Shares or Restricted Shares (the resulting such deficit, the “Deficit Shares”), then Party B Issuer shall be continually obligated to delivertransfer, from time to time time, Shares or Restricted Shares, as the case may be, to Dealer until the full number of Deficit Shares have been delivered transferred pursuant to this paragraphSection 9(p)(ii), Shares when, and to the extent, extent that (i) Shares are repurchased, acquired or otherwise received by Party B Company or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); (ii, provided that in no event shall Issuer transfer any Shares or Restricted Shares to Dealer pursuant to this Section 9(p)(ii) authorized to the extent that such transfer would cause the aggregate number of Shares and unissued Restricted Shares previously reserved for issuance in respect transferred to Dealer to exceed the Maximum Number of other transactions become no longer so reserved; and (iii) Party B authorizes additional unissued Shares. Party B Issuer shall immediately notify KBCM Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i)that are repurchased, (ii) acquired or (iii) otherwise received by Company or any of its subsidiaries after the Trade Date and the corresponding number of Shares or Restricted Shares, as the case may be, to be deliveredtransferred) and promptly deliver transfer such Shares or Restricted Shares, as the case may be, thereafter. Party B covenants not to take any action to decrease the number of Available Shares below the Capped Number.

Maximum Share Delivery. Notwithstanding any other provision of this Master ConfirmationConfirmation or the Agreement, in no event will Party B Counterparty be required to deliver more than [__] Shares (the “Maximum Amount”) in the aggregate to KBCM Dealer in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number provisions below regarding Deficit Shares and to adjustment from time to time in accordance with the provisions of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transactionthis Confirmation or the Equity Definitions. Party B Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that any the Transaction is outstanding) that the Capped Number for such Transaction Maximum Amount is equal to or less than the number of authorized but unissued Shares of Party B that are Counterparty in respect of which rights to subscribe have not reserved for future issuance been granted (“reserved”) in connection with transactions in the Shares (other than such the Transaction) on the date of the determination of the Capped Number Maximum Amount (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B In the event Counterparty shall not have delivered the full number of Shares otherwise deliverable due in respect connection with the Transaction as a result of a Transaction the first sentence of this paragraph relating to the Maximum Amount (the resulting such deficit, the “Deficit Shares”), then Party B 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 Party B Counterparty or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); , (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved; reserved and (iii) Party B Counterparty additionally authorizes additional any unissued SharesShares that are not reserved for other transactions. Party B Counterparty shall immediately notify KBCM 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 of such aggregate number of Shares thereafter. Party B covenants Counterparty shall not to enter into any transaction, or take any action other action, that would result in an adjustment to decrease the maximum number of Available Shares below deliverable under this paragraph (m) resulting in the Capped Numberissuance of a number of Shares that would require stockholder approval under applicable law, exchange regulations or otherwise, without having obtained prior stockholder approval.

Maximum Share Delivery. Notwithstanding any other provision of this Master ConfirmationConfirmation or the Agreement, in no event will Party B Counterparty be required to deliver more than 1.2 times the Number of Shares (the “Maximum Amount”) in the aggregate to KBCM Bank in connection with any Transaction (whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement, pursuant to the provisions set forth below “Restricted Shares” above or otherwise) a number of Shares in excess of an amount (the “Capped Number”) equal to the product of (i) two and (ii) the number of Base Shares of such Transaction, subject to reduction by the aggregate number of Shares delivered by Party B in respect of such Transaction on all prior Settlement Dates of such Transactionprovisions below regarding Deficit Shares. Party B represents and warrants (which shall be deemed to be repeated on each day that any Transaction is outstanding) that In the Capped Number for such Transaction is equal to or less than the number of authorized but unissued Shares of Party B that are not reserved for future issuance in connection with transactions in the Shares (other than such Transaction) on the date of the determination of the Capped Number (such authorized but unissued Shares, the “Available Shares”). If, as a result of this paragraph, Party B event Counterparty shall not have delivered the full number of Shares otherwise deliverable due in respect connection with the Transaction as a result of a Transaction the first sentence of this paragraph relating to the Maximum Amount (the resulting such deficit, the “Deficit Shares”), then Party B 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 Party B Counterparty or any of its subsidiaries after the Trade Date for such Transaction (whether or not in exchange for cash, fair value or any other consideration); , (ii) authorized and unissued Shares previously reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved; reserved and (iii) Party B Counterparty additionally authorizes additional any unissued SharesShares that are not reserved for other transactions. Party B Counterparty shall immediately notify KBCM 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 50% of such aggregate number of Shares thereafter. Party B covenants not to take any action to decrease the Counterparty shall maintain a number of Available authorized but unissued Shares below that are free from preemptive rights that at all times exceeds the Capped Numbersum 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.