Rule 10b. 5. No representation or warranty made by the Buyer in this Agreement contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading.
Rule 10b. 18 Purchases. For greater certainty, nothing contained in this Agreement, including without limitation the obligations of MEC contained in section 2.8 hereof, shall limit the ability of MEC or Exchangeco to make a "Rule x0x-00 Xxxxxxxx" of MEC Class A Shares pursuant to Rule 10b-18 of the U.S. Securities Exchange Act of 1934, as amended, or any successor provisions thereof.
Rule 10b. 18 Purchases --------------------- For certainty, nothing contained in this Agreement, including without limitation the obligations of Big Flash contained in section 2.8 hereof, shall limit the ability of Big Flash or Exchangeco to make a "Rule 00x-00 Xxxxxxxx" of Common Shares pursuant to Rule 10b-18 of the U.S. Securities Exchange Act of 1934, as amended, or any successor provisions thereof.
Rule 10b. 18 Purchases For certainty, nothing contained in this Agreement, including without limitation the obligations of Parent contained in Section 2.8 hereof, shall limit the ability of Parent or ExchangeCo to make a “Rule 10b-18 Purchase” of Parent Common Stock pursuant to Rule 10b-18 of the U.S. Securities Exchange Act of 1934, as amended, or any successor provisions thereof.
Rule 10b. 18 Purchases For certainty, nothing contained in this Agreement, including without limitation the obligations of Merge contained in section 2.8 hereof, shall limit the ability of Merge or Matsub to make a “Rule 10b-18 Purchase” of Merge Common Shares pursuant to Rule 10b-18 of the United States Securities Exchange Act of 1934 , as amended.
Rule 10b. 18 Purchases For greater certainty, nothing contained in this Agreement, including the obligations of Spectra Energy contained in Section 2.8 hereof, shall limit the ability of Spectra Energy or Exchangeco to make a “Rule 10b-18 purchase” of Spectra Energy Common Shares pursuant to Rule 10b-18 of the United States Securities Exchange Act of 1934, as amended, or any successor rule.
Rule 10b. 18. Share Purchaser agrees that it will not (i) purchase any Shares in the public markets other than through Banc of America Securities LLC on any Initial Period Date on which Share Seller may purchase or cause the purchase of Shares pursuant to Section 2.2 or (ii) take any other action that would prevent Share Seller from purchasing or causing the purchase of Shares in compliance with Rule 10b-18(b) under the Exchange Act on any such Initial Period Date. Share Seller shall effect and shall cause its Affiliates and the Trust to effect any purchases of Shares during the Initial Period in compliance with the requirements of Rule 10b-18(b), assuming for these purposes that such Persons were Share Purchaser and its "affiliated purchasers" (as defined in Rule 10b-18).
Rule 10b. 18 Purchases For greater certainty, nothing contained in this Agreement, including the obligations of Acquiror contained in Section 2.8, shall limit the ability of Acquiror or ExchangeCo to make a “Rule 10b-18 purchase” of Acquiror Shares pursuant to Rule 10b-18 of the United States Securities Exchange Act of 1934, as amended, or any successor rule.
Rule 10b. 6 For only so long as any Senior Subordinated Note is outstanding, the Company shall not take any action prohibited by Rule 10b-6 under the Exchange Act, in connection with the distribution of the Notes by the Company to the Purchasers contemplated hereby.
Rule 10b. 18. Except as disclosed to Citi in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Citi that it has not made any purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding, and during the week of, such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on such date and ending on the earlier of (i) December 7, 2009 and (ii) the day on which Citi has informed Counterparty in writing that it has completed all purchases of Shares or other transactions to hedge its exposure to the Transaction. For the avoidance of doubt, this paragraph shall not prohibit any purchase of Shares effected by or for an issuer “plan” by an “agent independent of the issuer” (as such terms are defined in Rule 10b-18 under the Exchange Act). Regulation M. Counterparty was not on the date on which the offering of the Convertible Notes was first announced, has not since such date, and is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Sections 101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act or the offering of Shares pursuant to the Underwriting Agreement between Xxxxxxx Entertainment Company and Citi Bank Securities (as representative of the several underwriters) dated as of September 23, 2009. Counterparty shall not, until the earlier of (i) December 7, 2009 and (ii) the day on which Citi has informed Counterparty in writing that it has completed all purchases of Shares or other transactions to hedge its exposure to the Transaction, engage in any such distribution.
