Limitations on Net Physical Settlement by Counterparty Sample Clauses

Limitations on Net Physical Settlement by Counterparty. Notwithstanding anything herein or in the Agreement to the contrary, the number of Shares that may be delivered at settlement by Counterparty shall not exceed the product of 1.20 times the initial Number of Warrants at any time (“Maximum Deliverable Share Amount”), as adjusted by the Calculation Agent to account for any subdivision, stock-split, reclassification or similar dilutive event with respect to the Shares. Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share Amount.
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Limitations on Net Physical Settlement by Counterparty. The total number of Shares that may be delivered at settlement by Counterparty with respect to this Transaction and the Transaction described in the Confirmation of OTC Warrant Transaction between the Counterparty and ML dated as of November 16, 2005, shall not exceed two times the sum of the total number of Warrants covered by this Transaction and such other Transaction and in any event the sum of such Shares for both Transactions shall not exceed 19.5% of the Counterparty’s outstanding Shares on the Effective Date (“Maximum Deliverable Share Amount”). Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share Amount.
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Limitations on Net Physical Settlement by Counterparty. Notwithstanding anything herein or in the Master Agreement to the contrary, the number of Shares that may be delivered at settlement by Counterparty shall not exceed 8,805,888 at any time (“Maximum Deliverable Share Amount”). Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share Amount.
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Limitations on Net Physical Settlement by Counterparty. Notwithstanding anything herein or in the Agreement to the contrary, the number of Shares that may be delivered at settlement by Counterparty shall not exceed the product of 2.0 times the initial Number of Warrants at any time (“Maximum Deliverable Share Amount”), as adjusted by the Calculation Agent to account for any subdivision, stock-split, reclassification or similar dilutive event with respect to the Shares. Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that (i) Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share and (ii) Counterparty shall use its reasonable efforts to cause the number of Available Shares at all times to be greater than the Maximum Deliverable Share Amount. For this purpose, “Available Shares” means the number of Shares Counterparty currently has authorized (but not issued and outstanding) less the maximum number of Shares that may be required to be issued by Counterparty in connection with stock options, convertibles, and other commitments of Counterparty that may require the issuance or delivery of Shares in connection therewith.
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Related to Limitations on Net Physical Settlement by Counterparty

  • Payment by Counterparty In the event that, following payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.

  • Certain Settlement Provisions The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of any action, suit or proceeding without the Corporation’s prior written consent, which shall not be unreasonably withheld. The Corporation shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.

  • Limitations on Fundamental Changes Neither the Borrower nor any Restricted Subsidiary will enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except: (a) any Restricted Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower, provided that the Borrower shall be the continuing or surviving corporation, or (ii) with or into any one or more Restricted Subsidiaries of the Borrower, provided that the Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving entity and that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Guarantor on the effective date of such merger or consolidation; (b) the Borrower or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower; provided that, if the transferor is the Borrower or a Guarantor, the transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such transaction; (c) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Guarantor; and (d) sales, conveyances, leases, assignments, transfers or other dispositions of property, business or assets permitted under Section 6.15.

  • FAILURE TO HONOUR SETTLEMENT AGREEMENT If this Settlement Agreement is accepted by the Hearing Panel and, at any subsequent time, the Respondent fails to honour any of the Terms of Settlement set out herein, Staff reserves the right to bring proceedings under section 24.3 of the By-laws of the MFDA against the Respondent based on, but not limited to, the facts set out in Part IV of the Settlement Agreement, as well as the breach of the Settlement Agreement. If such additional enforcement action is taken, the Respondent agrees that the proceeding(s) may be heard and determined by a hearing panel comprised of all or some of the same members of the hearing panel that accepted the Settlement Agreement, if available.

  • Limitations on Execution and Delivery, Transfer, etc of ADSs;