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This paper investigates the syntactic properties of extraction out of VP ellipsis by revealing prohibitive and permissive aspects of the constraint MaxElide (Merchant, 2008). While MaxElide originally states that A’-extraction out of ellipsis is prohibited when there is a larger constituent available as a target for ellipsis, its permissive aspect will be that non-A’-extraction out of ellipsis is permitted with a larger constituent undeletable because of the presence of contrastive focus in it. In fact, we are to argue that extraction out of VP ellipsis in English exhibits this permissive aspect of MaxElide. In other words, extraction out of VP ellipsis in English takes non-A’-movement such as A-movement, QR, or Heavy NP Shift. At the same time when extraction of VP ellipsis in English takes places, the VP ellipsis-licensing functional category needs to have its (unspecified) feature valued with contrastive focus, thereby being empowered as an ellipsis licensor. We are to argue that its feature valuation is fulfilled in syntactic relations with a Subject DP, an auxiliary verb, and the element extracted out of the elided VP.