Common use of Maximum Shares Clause in Contracts

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to the transactions contemplated hereby or any other Transaction Documents (as defined below) (including the Conversion Shares) if the issuance of Common Shares would exceed the aggregate number of Common Shares that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of the New York Stock Exchange (“NYSE”) (such number of Common Shares which may be issued without violating such rules and regulations is 2,827,906 which the Company represents to the Buyer is 19.99% of the aggregate number of Class A Common Stock and Class V Common Stock outstanding (and shall be referred to as the “Exchange Cap”)), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the NYSE for issuances of Common Shares in excess of such amount or (B) obtains advice from outside counsel to the Company that such approval is not required in accordance with the rules and regulations of the NYSE. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.

Maximum Shares. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue any Common Shares pursuant to conversion of the transactions contemplated hereby Convertible Debentures issuable hereunder or any other Transaction Documents (as defined below) (including the Conversion Shares) if the issuance of Common Shares would exceed the aggregate number of Common Shares that the Company may issue in this transaction in compliance with the Company’s obligations under the rules or regulations of the New York Stock Exchange (“NYSE”) (such number of Common Shares which may be issued without violating such rules and regulations is 2,827,906 34,396,845 which the Company represents to the Buyer is 19.99% of the aggregate number of Class A Common Stock common stock and Class V Common Stock B common stock outstanding as of the date of this Agreement (and shall be referred to as the “Exchange Cap”)), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the NYSE for issuances of Common Shares in excess of such amount or (B) obtains advice from outside counsel to the Company that such approval is not required in accordance with the rules and regulations of the NYSEamount. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.