Common use of Purchases of Common Stock by the Purchaser Clause in Contracts

Purchases of Common Stock by the Purchaser. During the Contract Period, 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 except for the other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; provided, however, that without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase shares of Common Stock pursuant to its previously announced stock buyback program, so long as (i) on any Scheduled Trading Day such purchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations.

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the Contract Period. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; provided, however, that without the prior written consent similar securities outstanding as of the SellerTrade Date, (xii) non-10b-18 purchases which comply with the provisions Purchaser’s ability (or the ability of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an any “agent independent of the Purchaser; issuer” (yas defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant , to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase re-acquire shares of Common Stock pursuant in connection with any equity transaction related to its previously announced stock buyback programsuch plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser’s ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser’s employees, officers, directors or affiliates), so long as any re- acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (ias defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or its affiliates or affiliated purchasers with regard to shares of Common Stock and (iv) a block purchase (as defined in Rule 10b-18) that complies with Rule 10b-18, is executed prior to the opening of the Exchange on any Scheduled Trading Day such purchases are conducted solely date of purchase through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; Confirmation and for which an EDG Permitted Contact receives notice (iisuch notice, a “Block Purchase Notice”) on any Trading Day during prior to the Valuation Period, such purchases do not exceed 5% opening of the ADTV (as defined in Rule 10b-18(a)(1)) Exchange on such Trading Daydate of purchase. The Purchaser acknowledges and agrees that the receipt of a Block Purchase Notice by an EDG Permitted Contact shall result in an adjustment to the terms of the Transaction pursuant to Section 4.02(a) of this Confirmation. ARTICLE 5 REPRESENTATIONS, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations.WARRANTIES AND AGREEMENTS

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; Contract Period, provided, however, that without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase shares of Common Stock pursuant to its previously a publicly announced stock buyback programprogram during the Valuation Period, so long as (i) on any Scheduled Trading Day day such purchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 57.5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulationsregulation. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other similar securities outstanding as of the Trade Date, (ii) counterparty's ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser, to re-acquire shares of Common Stock in connection with any equity transaction related to such plan or to limit the Purchaser's ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser's ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser's employees, officers, directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or its affiliates or affiliated purchasers with regard to shares of Common Stock and (iv) a block purchase (as defined in Rule 10b-18) that complies with Rule 10b-18, is executed prior to the opening of the Exchange on such date of purchase through the same broker or dealer used by Seller in effecting purchases of Common Stock in connection with this Confirmation and for which an EDG Permitted Contact receives notice (such notice, a “Block Purchase Notice”) prior to the opening of the Exchange on such date of purchase. The Purchaser acknowledges and agrees that the receipt of a Block Purchase Notice by an EDG Permitted Contact shall result in an adjustment to the terms of the Transaction pursuant to Section 4.02(a) of this Confirmation.

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the Contract Period. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; provided, however, that without the prior written consent similar securities outstanding as of the SellerTrade Date, (xii) non-10b-18 purchases which comply with the provisions Purchaser’s ability (or the ability of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an any “agent independent of the Purchaser; issuer” (yas defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant , to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase re-acquire shares of Common Stock pursuant in connection with any equity transaction related to its previously announced stock buyback programsuch plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser’s ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser’s employees, officers, directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (ias defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or its affiliates or affiliated purchasers with regard to shares of Common Stock and (iv) a block purchase (as defined in Rule 10b-18) that complies with Rule 10b-18, is executed prior to the opening of the Exchange on any Scheduled Trading Day such purchases are conducted solely date of purchase through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; Confirmation and for which an EDG Permitted Contact receives notice (iisuch notice, a “Block Purchase Notice”) on any Trading Day during prior to the Valuation Period, such purchases do not exceed 5% opening of the ADTV (as defined in Rule 10b-18(a)(1)) Exchange on such Trading Day, date of purchase. The Purchaser acknowledges and (iiiagrees that the receipt of a Block Purchase Notice by an EDG Permitted Contact shall result in an adjustment to the terms of the Transaction pursuant to Section 4.02(a) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulationsthis Confirmation.

Purchases of Common Stock by the Purchaser. During the Contract Period, without Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as such term is 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 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 for shares of Common Stock except for during the other accelerated share repurchase transaction entered into by period beginning on, and including, the Purchaser on Trade Date and ending on, and including, the date hereof; provided, however, that without the prior written consent all payments or deliveries of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase shares of Common Stock pursuant to its previously announced stock buyback program, so long as Section 3.01 above or Section 7.02 below have been made; provided that this Section shall not apply to (i) on any Scheduled Trading Day such purchases are conducted solely through of outstanding convertible notes including the same broker or dealer used PRIDES, issued by the Purchaser on May 28, 2003 together with the additional PRIDES issued in connection with the underwriters’ exercise of their over-allotment option and the OCEANs issued on December 15, 2004 pursuant to the terms of such notes, (ii) purchases by the Purchaser in connection with satisfaction of tax withholding obligations by participants under the Purchaser’s stock plans and (iii) purchases by the Purchaser’s employee stock ownership plan not to exceed 30,000 shares and effected by the Purchaser on a single day upon at least 5 Business Days’ prior written notice from the Seller to the Purchaser of the day of such purchases; provided that, notwithstanding anything to the contrary in effecting this Confirmation, the Seller shall not effect any purchases of Common Stock on the day on which the Purchaser intends to effect the purchases contemplated in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and clause (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulationsthis Section 4.03.

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the other accelerated share repurchase transaction entered into by the Purchaser on the date hereofContract Period; provided, however, that that, without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to (a) purchase shares of Common Stock pursuant to its previously publicly announced stock buyback program, so long as (i) on any Scheduled Trading Day day such purchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; , (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulationsregulations or (b) purchase shares from employees of the Purchaser in connection with such employees’ exercise of rights under a Purchaser employee benefit plan, provided that such purchases do not prevent any purchases the Purchaser elects to make pursuant to clause (a) above from complying with the requirements of clause (a)(iii) above.

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; Contract Period, provided, however, that without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase shares of Common Stock pursuant to its previously a publicly announced stock buyback programprogram during the Valuation Period, so long as (i) on any Scheduled Trading Day day such purchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 57.5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations.regulation. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other similar securities outstanding as of the Trade Date, (ii) counterparty’s ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser, to re-acquire shares of Common Stock in connection with any equity transaction related to such plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser’s ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser’s employees, officers, directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or its affiliates or affiliated purchasers with regard to shares of Common Stock and (iv) a block purchase (as defined in Rule 10b-18) that complies with Rule 10b-18, is executed prior to the opening of the Exchange on such date of purchase through the same broker or dealer used by Seller in effecting purchases of Common Stock in connection with this Confirmation and for which an EDG Permitted Contact receives notice (such notice, a “Block Purchase Notice”) prior to the opening of the Exchange on such date of purchase. The Purchaser acknowledges and agrees that the receipt of a Block Purchase Notice by an EDG Permitted Contact shall result in an adjustment to the terms of the Transaction pursuant to Section 4.02(a) of this Confirmation. ARTICLE 5

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the other accelerated share repurchase transaction entered into by the Purchaser on the date hereofContract Period; provided, however, that without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) Seller the Purchaser may continue to (a) purchase shares of Common Stock pursuant to its previously announced stock buyback program, so long as (i) on any Scheduled Trading Day day such purchases (other than non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii)), which may be effected by an agent independent of the Purchaser) are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, ; and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations, and (b) effect non-10b-18 purchases that comply with the provisions of Rule 10b-18(a)(13)(ii), which are to be effected by an agent independent of the Purchaser.

Purchases of Common Stock by the Purchaser. During the Contract Period, without 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 except for during the Contract Period. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; provided, however, that without the prior written consent similar securities outstanding as of the SellerTrade Date, (xii) non-10b-18 purchases which comply with the provisions Purchaser’s ability (or the ability of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an any “agent independent of the Purchaser; issuer” (yas defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant , to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase re-acquire shares of Common Stock pursuant in connection with any equity transaction related to its previously announced stock buyback programsuch plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser’s ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser’s employees, officers, directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (ias defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or its affiliates or affiliated purchasers with regard to shares of Common Stock and (iv) a block purchase (as defined in Rule 10b-18) that complies with Rule 10b-18, is executed prior to the opening of the Exchange on any Scheduled Trading Day such purchases are conducted solely date of purchase through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; Confirmation and for which an EDG Permitted Contact receives notice (iisuch notice, a “Block Purchase Notice”) on any Trading Day during prior to the Valuation Period, such purchases do not exceed 5% opening of the ADTV (as defined in Rule 10b-18(a)(1)) Exchange on such Trading Daydate of purchase. The Purchaser acknowledges and agrees that the receipt of a Block Purchase Notice by an EDG Permitted Contact shall result in an adjustment to the terms of the Transaction pursuant to Section 4.02(a) of this Confirmation. ARTICLE 5 REPRESENTATIONS, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations.WARRANTIES AND AGREEMENTS