IMPLEMENTATION OF THE SALES PLAN. 1. JPMSI shall effect sales (each a “Sale”) of shares of Stock only on days on which the New York Stock Exchange (the “Exchange”) is open and the Stock trades regular way on the Exchange, pursuant to the specific instructions specified on Schedule A.
2. Seller acknowledges and agrees that JPMSI will handle the above order on a best efforts basis. In the event any limit prices of orders are away from the prevailing market prices at any time, there can be no assurance that such orders will be executed in whole or in part. Seller agrees that all orders may be partially executed and will not be treated as an all or none order.
3. Seller agrees to deposit 750,000 shares of Stock into the JPMorgan Chase Bank, N.A. Asset Custody Account or JPMSI Margin Brokerage Account (“Account”). JPMSI shall withdraw Stock from the Seller’s Account in order to effect sales of Stock under this Sales Plan. If on any day that sales are to be made under this Sales Plan the number of shares of Stock in the Seller’s Account is less than the number of shares to be sold on such day, then JPMSI shall notify Seller promptly of such deficiency, and Seller agrees to promptly deposit into the Account the number of shares of Stock necessary to eliminate such deficiency.
4. Seller agrees not to remove or transfer shares of Stock out of the Account, in any manner that would cause an alteration of, or deviation from, the terms of this Sales Plan.
5. To the extent that any Stock remains in the Seller’s Account upon termination of this Sales Plan, JPMSI agrees to return any such Stock for which JPMSI had restrictions removed for the purpose of this Sales Plan promptly to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller.
6. JPMSI will deduct its reasonable and customary commissions from the proceeds of sales of Stock under this Sales Plan, together with any other expenses incurred by JPMSI in connection with such sales.
7. The Total Plan Shares, the shares to be sold on a particular day, and the limit prices, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the term of this Sales Plan.
8. Subject to Paragraph F.5, this Sales Plan shall become effective on June 10, 2009 (“Effective Date”), and shall terminate on the...
IMPLEMENTATION OF THE SALES PLAN. 2.1. Seller and each Selling Entity hereby appoints Broker as its agent to sell shares of Stock as described on Exhibit A of this Sales Plan (“Trading Formula”). Subject to such terms and conditions, Xxxxxx hereby accepts such appointment. Broker agrees to conduct all sales pursuant to this Sales Plan in accordance with Rule 144, including the manner-of-sale requirement of Rule 144 under the Securities Act and in no event shall Broker effect any sale if such sale, together with sales under all sales plans for any person or entity with which Seller or any Selling Entity would be required to aggregate sales of Stock of which Broker is aware, would exceed the then-applicable limitation on the amount of securities sold under Rule 144. If required by Rule 144, Xxxxxx agrees to use commercially reasonable efforts to assist Seller and each Selling Entity in filing Seller’s and such Selling Entity’s completed Form 144 – Notice of Proposed Sale of Securities to the SEC on Seller’s and such Selling Entity’s behalf as required by applicable law, subject to Broker’s timely receipt of Seller’s and such Selling Entity’s Rule 144 paperwork, including Xxxxxx’s standard form of Rule 144 power of attorney and Seller’s individual central index key (CIK) and CIK confirmation code (CCC) for electronic filings with the SEC. Seller and each Selling Entity understand that, if Broker does not timely receive Seller’s Rule 144 paperwork or the CIK and CCC codes provided to Broker are not accurate and up to date, Broker may not be able to file a timely Form 144 on Seller’s or such Selling Entity’s behalf.
2.2. Broker is authorized to begin selling Stock pursuant to this Sales Plan beginning on the date that is the earlier of (a) the later of (i) the 90th day following the date hereof and (ii) two business days following the date on which Xxxxxx receives written notice delivered to Broker by the Issuer in accordance with Section 5.4 that the Issuer has disclosed its financial results in a Form 10-Q or Form 10-K for the completed fiscal quarter in which this Sales Plan was adopted), and (b) the 120th day following the date hereof. The period of time between the commencement of sales and the termination of sales under this Sales Plan pursuant to Section 3.1(a) below shall be the “Plan Sales Period.”
(a) During the Plan Sales Period, Broker shall sell the Stock in accordance with Exhibit A at such times, at such prices and in such quantities as Broker determines to be appropriate in acco...
IMPLEMENTATION OF THE SALES PLAN. 2.1. Seller hereby appoints Broker as its agent to sell shares of Stock as described on Exhibit A of this Sales Plan (“Trading Formula”). Subject to such terms and conditions, Broker hereby accepts such appointment. Broker agrees to conduct all sales pursuant to this Sales Plan in accordance with the manner-of-sale requirement of Rule 144 under the Securities Act and in no event shall Broker effect any sale if such sale would exceed the then-applicable limitation on the amount of securities sold under Rule 144, assuming Broker's sales pursuant to this Sales Plan are the only sales subject to that limitation.
2.2. Broker is authorized to begin selling Stock pursuant to this Sales Plan on August 16th, 2021 and shall cease selling Stock on the earliest to occur of (i) the date on which Broker is required to suspend or terminate sales under the Sales Plan pursuant to Section 3.1 below, (ii) the date on which Broker receives notice of the dissolution of Seller, (iii) the date on which Broker receives notice that the Issuer or any other person has publicly announced a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock is to be exchanged or converted into shares of another company, (iv) the date on which Broker receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Seller's bankruptcy or insolvency, and (v) the date that the aggregate number of shares of Stock sold pursuant to this Sales Plan reaches 463,567 shares (the “Total Sale Amount”). The period of time between the commencement of sales and the termination of sales under this Sales Plan shall be the “Plan Sales Period.”
(a) During the Plan Sales Period, Broker shall sell the Stock in accordance with Exhibit A at such times, at such prices and in such quantities as Broker determines to be appropriate in accordance with the terms of this Sales Plan.
(b) Subject to the restrictions set forth in Section 2.1 above, Broker shall sell shares of Stock under ordinary principles of best execution at the then-prevailing market price.
(c) Broker shall, within one business day after each day on which a sale of stock is made (a “Sale Day”), provide the individuals identified in Section 5.4 (c) below with the amount of shares of Stock sold, the sales prices of each of such sales and such other information as they ...
IMPLEMENTATION OF THE SALES PLAN
