Company Purchases. Subject to the provisions of this Section 6.2 and applicable law (including, without limitation, Federal securities laws), if Partnership Preferred Securities have been distributed to the Holders (as defined in the Declaration) of Trust Preferred Securities, the Company or any of its subsidiaries may at any time and from time to time purchase outstanding Partnership Preferred Securities by tender, in the open market, or by private agreement.
Company Purchases. Without the prior written consent of Dealer and except for purchases that are not solicited by or on behalf of Counterparty, its affiliates or affiliated purchasers (each as defined in Rule 10b-18 of the Exchange Act) or purchases executed by Dealer or an Affiliate of Dealer, Counterparty shall not purchase, and shall cause its affiliates or affiliated purchasers not to directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or enter into any derivative transaction that would reasonably be expected to result in any purchase of, or commence any tender offer relating to, any Shares (or an 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 or exercisable for Shares during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any Share Termination Period; provided that this Section 5(d) shall not (i) limit the Counterparty’s ability, pursuant to its employee incentive plan or equity agreements or dividend reinvestment program, to re-acquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to withhold shares to cover tax liabilities associated with such equity transactions or (iii) limit Counterparty’s ability to grant stock and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers and employees or any agreements with respect to the compensation of directors, officers or employees of any entities that are acquisition targets of Counterparty, and in connection with any such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase”; provided further that Counterparty may repurchase a number of shares in the open market on such Exchange Business Day up to the Designated OMR Threshold, as specified in Schedule A, through Dealer pursuant to customary open market repurchase documentation agreed to between the Counterparty and Dealer in compliance with the provisions of Rule 10b-18.
Company Purchases. (a) Except for any purchases or other acquisitions of shares of Common Stock by the Company effected pursuant to (i) the Company Repurchase Programs and (ii) the Coffee Separation, without the prior written consent of Bank, the Company 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 Pricing Period.
(b) During the term of the Transaction, the Company will promptly notify Bank if the Company determines, as a result of an acquisition or other business combination or for any other reason, it may be deemed to be engaged in a distribution (as such term is used in Regulation M under the Exchange Act) of shares of Common Stock or a reference security (as such term is used in Regulation M under the Exchange Act) with respect to the Common Stock, and shall promptly notify Bank of the commencement of such distribution (such distribution, a “Regulation M Distribution”).
Company Purchases. The Company (including its “affiliated purchasers”, as defined in Rule 10b-18) shall not, without a prior written consent of Citibank, purchase any shares of Common Stock (or an equivalent interest, or any security convertible into or exchangeable for such shares) on the open market, or enter into any accelerated share repurchase program, or any derivative share repurchase transaction, or other similar transaction, during the Pricing Period and thereafter until all payments or deliveries of shares pursuant to Section III have been made. During such time, any purchases of Common Stock by the Company shall be made through Citibank or its affiliates, subject to such reasonable conditions as Citibank or such affiliate shall impose, and in compliance with Rule 10b-18 or otherwise in a manner that the Company and Citibank believe is in compliance with applicable requirements.
Company Purchases. The Company (or any “affiliate” or “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) has not directly or indirectly (including, without limitation, by means of a derivative instrument) purchased, offered to purchase, placed any bid or limit order that would effect a purchase of, or commenced any tender offer relating to, any shares of Common Stock (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or limited partnership or a depositary share), listed contracts on shares of Common Stock or securities that are convertible into, or exchangeable or exercisable for, shares of Common Stock (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during the “restricted period” (as defined in Regulation M under the Exchange Act) in connection with the offering of the Securities (determined as if such “restricted period” applied without regard to the exclusions set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act), except through the Underwriter or its affiliates.
Company Purchases. Except for the other accelerated share repurchase transaction entered into on the date hereof, the Company (including its affiliates and affiliated purchasers, each as defined in Rule 10b-18) shall not, without the prior written consent of the Seller, purchase any shares of Common Stock (or an equivalent interest, or any security convertible into or exchangeable for such shares) on the open market, or enter into any accelerated share repurchase program, or any derivative share repurchase transaction, or other transaction similar to the transactions enumerated, from the date hereof and thereafter until all payments or deliveries of shares pursuant to Section V or Section X below have been made.
Company Purchases. Subject to the provisions of this Section 6.2 and applicable law (including, without limitation, Federal securities laws), if Partnership Preferred Securities have been distributed to the Holders (as defined in the Trust Agreement) of Trust Preferred Securities, HEI or any of its subsidiaries, including the Company, may at any time and from time to time purchase outstanding Partnership Preferred Securities by tender, in the open market, or by private agreement.
Company Purchases. (i) During any Valuation Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other 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 (or an 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 or exercisable for Shares, except through Dealer.
(ii) Counterparty agrees not to repurchase any Shares if, immediately following such repurchase, the Number of Shares would be equal to or greater than 8.0% of the number of then-outstanding Shares.
Company Purchases. The Company shall not purchase any shares of Common Stock on the open market, or enter into any accelerated share repurchase program, or any derivative share repurchase transaction, or other similar transaction, during the Pricing Period and thereafter until all deliveries of shares pursuant to Section V and Section X below have been made. During such time, any open market purchases of Common Stock by the Company shall be made through Citibank, subject to such reasonable conditions as Citibank shall impose. For the avoidance of doubt, the Company or any of its affiliates may purchase shares of Common Stock directly from participants in its benefit plans, such purchases to permit tax withholding obligations of the participants to be settled in stock or to allow net share settlement of stock awards.
Company Purchases. The Company (including its “affiliated purchasers”, as defined in Rule 10b-18) shall not, without a prior written consent of Bank, purchase any shares of Common Stock (or an equivalent interest, or any security convertible into or exchangeable for such shares) on the open market, or enter into any accelerated share repurchase program, or any derivative share repurchase transaction, or other similar transaction, during the Pricing Period and thereafter until all payments or deliveries of shares pursuant to Section III have been made. During such time, any purchases of Common Stock by the Company shall be made through Bank or its affiliates, subject to such reasonable conditions as Bank or such affiliate shall impose, and in compliance with Rule 10b-18 or otherwise in a manner that the Company and Bank believe is in compliance with applicable requirements.
