Common use of Adjustment of Transaction for Securities Laws Clause in Contracts

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a commercially reasonable economic hedge in respect of the Transaction would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the Transaction. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a). (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), unless the Purchaser has provided written notice to the Seller of (i) such “restricted period” (as defined in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).

Adjustment of Transaction for Securities Laws. Exhibit 10.1 (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a commercially reasonable economic hedge in respect of the Transaction would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the Transaction. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a). (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), unless the Purchaser has provided written notice to the Seller of (i) such “restricted period” (as defined in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a commercially reasonable economic hedge in respect of the Transaction Common Stock would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03securities laws, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the TransactionTransaction to the Seller. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a)exercise. (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, Stock or any security for which the Common Stock is a reference security (as defined in Regulation M), unless the Purchaser has provided written notice to the Seller written notice of (i) such distribution not later than 7:00 a.m., New York City time, on the first Trading Day of the “restricted period” (as defined in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”)distribution; and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionallyaccordingly, the Purchaser acknowledges and agrees that the delivery of such written notice may cause any notices given under day on and including the date of such notice through and including the date on which the Purchaser provides to the Seller written notice of the conclusion of the relevant distribution (as defined in Regulation M) to not be a Trading Day and may give rise to an adjustment pursuant to Section 4.02(a). The Purchaser further acknowledges that the delivery of any written notice related to a distribution (as defined in Regulation M) must be in compliance with Section 5.01(a) of this section must comply with the standards set forth in Section 5.01(b)Confirmation.

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a)4.01, if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a commercially reasonable economic hedge in respect of the Transaction Common Stock would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03securities laws, then the Seller may extend the Expiration Date, modify the Valuation Averaging Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the Transaction. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a)exercise. (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), ) (other than any distribution meeting the requirements of the exemptions set forth in Sections 101(b)(10) and 101(b)(7) of Regulation M) unless the Purchaser has provided written notice to the Seller of (i) written notice of such “restricted period” (as defined in Regulation M) distribution not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the “restricted period period” (as defined in Regulation M) for such distribution (any such notice, the a “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”)will not be completed. The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (xa) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s 's trading activity in order to manage a its commercially reasonable economic hedge in respect of the Transaction would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner)securities laws, or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s 's compliance with such laws and to preserve the fair value of the Transaction. The Seller shall notify the Purchaser of the exercise of the Seller’s 's rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a). (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), unless the Purchaser has provided written notice to the Seller of (i) such “restricted period” (as defined in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a its commercially reasonable economic hedge in respect of the Transaction would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner)securities laws, or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the Transaction. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a). (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), unless the Purchaser has provided written notice to the Seller of (i) such “restricted period” (as defined in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Trading Day, the Seller’s trading activity in order to manage a commercially reasonable its economic hedge in respect of the Transaction would not be advisable in respect of legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or (y) the Seller receives a Block Purchase Notice pursuant to Section 4.03securities laws, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the TransactionTransaction to the Seller. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and upon exercise. Upon request, the Seller shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the this Transaction pursuant to this Section 4.02(a). . (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M)) or take any other action that would, unless in the Purchaser has provided written notice to view of the Seller, preclude purchases by the Seller of the Common Stock or cause the Seller to violate any law, rule or regulation with respect to such purchases. Section 4.03 . Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that (a) the foregoing restriction shall not apply to any purchase of shares of Common Stock effected by or for a Purchaser “plan” by an “agent independent of the issuer” (each as interpreted under Rule 10b-18) and (b) without the prior written consent of the Seller the Purchaser may purchase shares of Common Stock pursuant to a publicly announced stock buyback program, so long as (i) on any day such “restricted period” (as defined purchases are conducted solely through the same broker or dealer used by Seller in Regulation M) not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the first day effecting purchases of the restricted period for such distribution (such notice, the “Notice of Restricted Period”)Common Stock in connection with this Confirmation; and (ii) written notice (x) of on any Trading Day during the final date of Valuation Period, such restricted period no later than 4:00 p.m., New York City time, on the Business Day immediately following the completion of the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”). The Purchaser acknowledges that any such Notice of Restricted Period may cause the provisions of Section 4.02(a) above to apply. Additionally, the Purchaser acknowledges and agrees that any notices given under this section must comply with the standards set forth in Section 5.01(b).purchases do

Adjustment of Transaction for Securities Laws. (a) Notwithstanding anything to the contrary in Section 4.01(a), if, (x) based on the advice of counsel, the Seller reasonably determines that on any Scheduled Trading Day, the Seller’s trading activity in order to manage a commercially reasonable its economic hedge in respect of the Transaction would not be advisable in respect of legalapplicable securities laws, regulatory or self-regulatory requirements or related policies then the Seller may suspend such trading activity on such day (such day, a “Disrupted Day”). If a Disrupted Day occurs and procedures (whether or the Seller does not elect to treat such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller, but provided that such policies or procedures are related Disrupted Day as a Trading Day pursuant to legal, regulatory or self-regulatory issues and are generally applicable in similar situations and applied in a non-discriminatory manner), or clause (y) of the Seller receives a Block Purchase Notice pursuant to Section 4.03definition of Trading Day, then the Seller may extend the Expiration Date, modify the Valuation Period or otherwise adjust the terms of the Transaction in its good faith and faith, commercially reasonable discretion to ensure the Seller’s compliance with such laws and to preserve the fair value of the TransactionTransaction to the Seller. The Seller shall notify the Purchaser of the exercise of the Seller’s rights pursuant to this Section 4.02(a) upon such exercise and and, upon request, shall provide the Purchaser with a schedule setting forth in reasonable detail the basis of any adjustment made to the Transaction pursuant to this Section 4.02(a) (it being understood that the Seller shall not be obligated to disclose any proprietary models used by it for purposes of determining such adjustment). (b) The Purchaser agrees that, during the Contract Period, neither the Purchaser nor any of its affiliates or agents shall make any distribution (as defined in Regulation M) of Common Stock, or any security for which the Common Stock is a reference security (as defined in Regulation M), ) unless the Purchaser has it shall have provided written notice to the Seller of such distribution (ia “Distribution Notice”) such “not later than one Scheduled Trading Day prior to the beginning of the related restricted period” period (as defined in Regulation M). If the Purchaser provides a Distribution Notice to the Seller, the Purchaser shall provide a written notice to the Seller of the conclusion of the related restricted period (as defined in Regulation M) not later than 4:00 p.m., New York City time, on one Scheduled Trading Day following the Business Day immediately preceding last day of such restricted period; provided that if no such notice is received by the Seller within 20 Scheduled Trading Days of the first day of the restricted period for such distribution (such notice, the “Notice of Restricted Period”); and (ii) written notice (x) of the final date of such restricted period no later than 4:00 p.m.period, New York City time, an Additional Termination Event shall occur on such Scheduled Trading Day in respect of which the Business Day immediately following Purchaser is the completion of sole Affected Party and this Transaction is the related restricted period or (y) that no such distribution has occurred or is imminent (such notice, the “Notice of Completion of Restricted Period”)sole Affected Transaction. The Purchaser acknowledges that any such Notice of Restricted Period notice may cause the provisions of a Disrupted Day to occur pursuant to Section 4.02(a) above to apply. Additionally); accordingly, the Purchaser acknowledges and agrees that any notices given under this section such notice must comply with the standards set forth in Section 5.01(b)) below.