Common use of Prohibited Sales During Certain Periods Clause in Contracts

Prohibited Sales During Certain Periods. During the ninety (90) calendar day period prior to and including [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of each calendar year during the Initial Term (each a "PPG Restricted Period"), PPG shall not offer, sell or contract to sell shares of UDC Common Stock received hereunder or any securities convertible into or exchangeable or exercisable for any share of UDC Common Stock, to the extent that such sale would exceed, on any one (1) day during such PPG Restricted Period, twenty-five percent (25%) of the average daily trading volume of shares of UDC Common Stock for the ninety (90) calendar day period immediately preceding the PPG Restricted Period (the "PPG Volume Limit"); provided however that the PPG Volume Limit shall not apply to any private placement of shares of UDC Common Stock by PPG. During each PPG Restricted Period, PPG shall not enter into any swap or hedge arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of UDC Common Stock in excess of the PPG Volume Limit, or publicly disclose the intention to make any offer, sale or contract to sell or to enter into any swap or hedge in excess of the PPG Volume Limit.

Prohibited Sales During Certain Periods. During the ninety (90) calendar day period prior to and including [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of each calendar year during the Initial Term (each a "PPG Restricted Period"), PPG shall not offer, sell or contract to sell shares of UDC Common Stock received hereunder or any securities convertible into or exchangeable or exercisable for any share of UDC Common Stock, to the extent that such sale would exceed, on any one (1) day during such PPG Restricted Period, twenty-five percent (25%) [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the average daily trading volume of shares of UDC Common Stock for the ninety (90) calendar day period immediately preceding the PPG Restricted Period (the "PPG Volume Limit"); provided however that the PPG Volume Limit shall not apply to any private placement of shares of UDC Common Stock by PPG. During each PPG Restricted Period, PPG shall not enter into any swap or hedge arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of UDC Common Stock in excess of the PPG Volume Limit, or publicly disclose the intention to make any offer, sale or contract to sell or to enter into any swap or hedge in excess of the PPG Volume Limit.