Suspension Day. Any Exchange Business Day on which Party A determines in a reasonable manner based on advice of counsel that Cash Settlement or Net Share Settlement would violate applicable securities laws.
Suspension Day. Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that it is appropriate or necessary in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Party A to refrain from the market activity in which it would otherwise engage in connection its hedge positions with respect to this Transaction on such day. Party A shall notify Party B if it receives such advice from its counsel.
Suspension Day. Consistent with past practice, the parties agree that for the purposes of implementing suspensions, a suspension "day" is understood as consisting of eight hours regardless of the length of workday to which the affected employee is assigned, and that suspensions of five days or more will be construed as calendar days. The employer has the option of placing an affected employee on an eight-hour workday schedule for any pay period in which a suspension will be imposed.
Suspension Day. Any day on which Dealer determines, based on the advice of outside counsel of national standing, that Cash Settlement or Net Stock Settlement may violate applicable securities laws or cause Dealer (or its affiliates) to not be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (or its affiliates) or that the safe harbor provided by Rule 10b-18 would be unavailable by virtue of the exclusions from the definition of “Rule 10b-18 purchase” under clauses (i) or (iv) thereof (the period of unavailability, a “Rule 10b-18 Unavailability Period”). Dealer shall promptly notify Counterparty if it receives such advice from its counsel. Share Cap: Except as provided under “Private Placement and Registration Procedures” below, in no event will Counterparty be required to deliver to Dealer (or its affiliate) on any Settlement Date, whether pursuant to Physical Settlement, Net Stock Settlement, any Private Placement Settlement or any Registration Settlement, a number of Shares in excess of (i) the applicable Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Master Confirmation or the Equity Definitions, minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer (or its affiliate) under the applicable Transaction prior to such Settlement Date. Adjustments: Method of Adjustment: Calculation Agent Adjustment Extraordinary Events: New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. Consequences of Merger Events:
