Common use of Suspension Periods Clause in Contracts

Suspension Periods. (a) The Company may delay or suspend the use by any Shareholder of the Shelf Registration or the effectiveness of any Registration Statement contemplated by this Agreement (including by withdrawing such Registration Statement or declining to amend it or by taking other actions otherwise required hereunder with regard thereto), by delivering a certificate to each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period (as defined below) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, in his or her good faith judgment, believes that the use or effectiveness of such Registration Statement would require the Company to make public disclosure of material non-public information (i) the failure of which to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, and (iii) the Company has a bona fide business purpose for not disclosing such information publicly. Any period during which the Company has delayed or suspended the use of Shelf Registration or any other matters referenced above pursuant to this Section 3.2 is herein called a “Suspension Period,” and will be for a reasonable time specified in the aforementioned certificate but in no event will the number of days covered by any one or more Suspension Periods exceed 60 days in the aggregate during any rolling period of 180 days; provided that, during the period beginning on (and including) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by any one or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 days. The Company will not be obligated under this Agreement to disclose any information with respect to the Suspension Period (including the reason therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby agrees to keep confidential the existence of each Suspension Period, including any such certificate and the receipt thereof, and, for the duration of each Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of the Company, directly or indirectly, including through others or by means of any short sale or derivative transaction (or from directing any other Person to make such offers, sales or purchases or to refrain from doing so).

Suspension Periods. (a) The Company may delay or suspend the use by any Shareholder If an executive officer of the Shelf Registration or the effectiveness of any Registration Statement contemplated by this Agreement (including by withdrawing such Registration Statement or declining to amend it or by taking other actions otherwise required hereunder with regard thereto), by delivering a certificate to each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period (as defined below) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, Registrant determines in his or her good faith judgment, believes judgment that the use or filing of the Registration Statement with respect to the offering and sale of the Shares by the Trust, the effectiveness of such Registration Statement or the distribution of any of the Shares would interfere with any material pending financing, acquisition, corporate reorganization or any other corporate development involving the Registrant or any of its subsidiaries or would require premature disclosure thereof or of any other material nonpublic information regarding the Company Registrant or any of its subsidiaries that could be detrimental to make public disclosure the Registrant or to the Registrant and its subsidiaries, taken as a whole, and promptly gives the Trust written notice of material non-public information (i) such determination, the failure of which Registrant shall be entitled to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for delay the filing or effectiveness of the Registration Statement, and (iii) Statement or to require the Company has a bona fide business purpose for not disclosing such information publicly. Any period during which Trust to suspend its distribution of the Company has delayed or suspended the use of Shelf Registration or any other matters referenced above pursuant to this Section 3.2 is herein called a “Suspension Period,” and will be Shares for a reasonable period of time (any such delay or suspension is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date specified as such in the aforementioned certificate written notice to the Trust (but in no event will the number of days covered by shall not commence on any one or more Suspension Periods exceed 60 days in the aggregate during any rolling period of 180 days; provided that, during the period beginning on (and including) the Effective Date and ending one year after day prior to the date on which the First Lock-Up Period expires, Registrant provides such written notice) and shall end on the date on which the Trust is advised in writing by the Registrant that the Registration Statement may be filed or declared effective or that the distribution of the Shares may be resumed. Such written notice shall contain a general statement of the reasons for such suspension and an estimate of the anticipated period of suspension. In no event will shall the aggregate number of days covered by any one or more in which Suspension Periods are in effect pursuant to this Section 8(a) exceed 120 days during any period of twelve consecutive calendar months; provided that a single Suspension Period shall not exceed 30 days in the aggregate during any rolling period of 180 consecutive days. The Company Registrant will not be obligated under this Agreement promptly notify the Trust in writing after an event or circumstance giving rise to disclose any information with respect to the Suspension Period (including the reason therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby agrees to keep confidential the existence of each Suspension Period, including any such certificate and the receipt thereof, and, for the duration of each Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of the Company, directly or indirectly, including through others or by means of any short sale or derivative transaction (or from directing any other Person to make such offers, sales or purchases or to refrain from doing so)no longer exists.

Suspension Periods. (a) The Notwithstanding Section 2(a), the Company may may, at ‎any time, delay the filing or delay or suspend the use by any Shareholder of the Shelf Registration or the effectiveness of any a Registration Statement contemplated by this Agreement or, ‎without suspending such effectiveness, deliver a notice (including by withdrawing such Registration Statement or declining a “Suspension Notice”) that instructs any ‎selling Holder not to amend it or by taking other actions otherwise required hereunder with regard thereto), by delivering a certificate to each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period (as defined below) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, sell any securities included in his or her good faith judgment, believes that the use or effectiveness of such Registration Statement would require the Company to make public disclosure of material non-public information (i) the failure of which to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, or delay the filing ‎of any amendment or supplement pursuant to Section 3, by providing written notice to the selling Holder if (i)(i) a material event has occurred or is likely to occur with respect to the Company ‎that has not been publicly disclosed and either (iiix) the Company has a bona fide business purpose for not disclosing preserving the confidentiality of such information publicly. Any period during which transaction or (y) if disclosed, could reasonably be expected to materially ‎and adversely affect the Company has delayed and its ability to consummate the registration of the resale of ‎the Registrable Securities, in each case under circumstances that would make it impractical or suspended inadvisable to cause the use registration statement (or such filings) to become effective or to promptly amend or supplement the registration statement on a post effective basis, as applicable, or (ii)(ii) the Company determines that the offer or sale of Shelf Registration Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any other matters referenced above pursuant subsidiary to this Section 3.2 is herein called engage in any material financing, acquisition, corporate reorganization, recapitalization, merger, tender offer or ‎other transaction involving the Company (a “Suspension Period,” and ”), by providing the ‎selling Holder with written notice of such Suspension Period. The ‎Company will be for use its reasonable best efforts to provide such notice at least ten (10) Business Days ‎prior to the commencement of such a reasonable time specified Suspension Period; provided, however, that in any event the aforementioned certificate but Company will provide such notice no later than the commencement of such Suspension Period; provided, further, that in no event will the a Suspension Period exceed forty-five (45) consecutive calendar days and in no event shall ‎the total number of days covered by any one or more subject to a Suspension Periods exceed 60 days in the aggregate Period during any rolling consecutive 12-month period of 180 days; provided that, during the period beginning on ‎exceed ninety (and including90) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by any one or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 days. The Company Any Suspension Period will not be obligated under this Agreement deemed to disclose any information with respect to end until the Holder have ‎received a notice from the Company stating that such Suspension Period (including the reason therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby agrees to keep confidential the existence of each Suspension Period, including any such certificate and the receipt thereof, and, for the duration of each Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of the Company, directly or indirectly, including through others or by means of any short sale or derivative transaction (or from directing any other Person to make such offers, sales or purchases or to refrain from doing so).has ended.‎

Suspension Periods. (a) The Company may delay the filing or effectiveness of, or by written notice to the Investor suspend the use by of, a Registration Statement in conjunction with a Demand Registration or a Shelf Registration (and, if reasonably required, withdraw any Shareholder registration statement that has been filed), but in each such case only if the board of directors of the Shelf Registration or Company determines in good faith that (x) such delay would enable the effectiveness Company to avoid disclosure of any Registration Statement contemplated by this Agreement material information, the disclosure of which at that time would be materially adverse to the Company’s best interests (including by withdrawing such Registration Statement materially interfering with, or declining jeopardizing the success of, any pending or proposed material acquisition, disposition or reorganization) or (y) obtaining any financial statements (including required consents) required to amend it or by taking other actions otherwise required hereunder with regard thereto), by delivering a certificate to each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period (as defined below) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, included in his or her good faith judgment, believes that the use or effectiveness of any such Registration Statement would require the Company to make public disclosure of material non-public information (i) the failure of which to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, and (iii) the Company has a bona fide business purpose for not disclosing such information publiclyimpracticable. Any period during which the Company has delayed a filing, an effective date or suspended the use of Shelf a Registration or any other matters referenced above Statement pursuant to this Section 3.2 5 is herein called a “Suspension Period,” and will be for a reasonable time specified in the aforementioned certificate but in ”. In no event will shall there be more than four (4) Suspension Periods during any rolling period of three hundred sixty five (365) days, and the number of days covered by any one or more Suspension Period shall not exceed thirty (30) days, and the number of days covered by all Suspension Periods shall not exceed 60 seventy-five (75) days in the aggregate during any rolling period of 180 three hundred sixty five (365) days; provided that. If pursuant to this Section 5 the Company delays or withdraws a Demand Registration or underwritten Investor Shelf Takedown requested by the Investor, during the period beginning Investor shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on (and including) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by any one such registrations set forth in Section 2 or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 daysSection 4. The Company will shall provide prompt written notice to the Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose any information with respect to the Suspension Period (including the reason reasons therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby agrees to The Investor shall keep confidential the existence of each Suspension Period, including any such certificate and the receipt thereof, and, for the duration of each Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of the Company, directly or indirectly, including through others or by means of any short sale or derivative transaction (or from directing any other Person to make such offers, sales or purchases or to refrain from doing so)Period confidential.

Suspension Periods. (a) The Company may (i) delay the filing of a Registration Statement (and, if it so chooses, withdraw any Registration Statement that has been filed) or (ii) by delivering notice to each Securityholder, suspend the use by any Shareholder of the Shelf Registration or the effectiveness of any Registration Statement contemplated by this Agreement (including by withdrawing such Registration Statement or declining to amend it or by taking other actions otherwise required hereunder currently effective with regard thereto)to the Registrable Securities, by delivering a certificate to but in each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period case described in clauses (as defined belowi) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period (ii) only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, senior management determines in his or her good faith judgment, believes that the use registration would, if not delayed or effectiveness of such Registration Statement would suspended, require the Company to make public disclosure of disclose material non-public information (i) the failure of which that would not otherwise be required to be disclosed in the Registration Statement at that time and that such disclosure would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, and (iii) materially adversely affect the Company has and its subsidiaries taken as a bona fide business purpose for not disclosing such information publiclywhole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any material debt or equity financing, any material acquisition or disposition, any material recapitalization or reorganization or any other material transaction. Any period during which the Company has delayed a filing or suspended the use of Shelf a Registration or any other matters referenced above Statement pursuant to this Section 3.2 3, through delivery of the related End of Suspension Notice, is herein called a “Suspension Period,.” and will be for a reasonable time specified in the aforementioned certificate but in In no event will shall there be more than two (2) Suspension Periods during any rolling period of three hundred sixty-five (365) days, and the number of days covered by any one or more Suspension Periods shall not exceed 60 ninety (90) days in the aggregate during any rolling period of 180 days; provided that, during the period beginning on three hundred sixty-five (and including365) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by any one or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 days. The Company will shall provide written notice of any Suspension Period (a “Suspension Notice”) to each Securityholder, but shall not be obligated under this Agreement to disclose any information with respect to the Suspension Period (including the reason reasons therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby Securityholder agrees to keep confidential the existence of each Suspension Period, including Period confidential and not to effect any such certificate offers or sales of Registrable Securities pursuant to the applicable Prospectus and Registration Statement (or any related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt thereof, and, for the duration of each an End of Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of Notice. If so directed by the Company, directly or indirectlyeach Securityholder will deliver to the Company (at the Company’s expense) all copies, including through others or by means other than permanent file copies then in such Securityholder’s possession, of any short sale or derivative transaction the prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. Securityholders may recommence effecting sales of Registrable Securities pursuant to the applicable prospectus and registration statement (or from directing any other Person related filings) following written notice to make such offers, sales or purchases or effect delivered by the Company (an “End of Suspension Notice”). The Company shall deliver an End of Suspension Notice to refrain from doing so)the Securityholders promptly following such time as the grounds for such Suspension Period cease to apply.

Suspension Periods. (a) The Company may delay or Subject to a good faith determination by Parent’s board of directors, upon the advice of legal counsel, that it is in the best interests of Parent to suspend the use by any Shareholder of the Shelf Registration or Statement, following the effectiveness of any the Shelf Registration Statement contemplated Parent, by this Agreement (including by withdrawing such written notice to the Seller, may direct the Seller to suspend sales of the Parent Securities pursuant to the Shelf Registration Statement for such times as Parent reasonably may determine is necessary and advisable (but in no event for more than two (2) occasions or declining to amend it for more than sixty (60) consecutive calendar days, or by taking other actions otherwise required hereunder with regard theretomore than ninety (90) total calendar days, in each case during any twelve-month period commencing on the date of this Agreement), by delivering a certificate to each Shareholder holding Registrable (i) if Parent’s board of directors shall have determined in good faith that (A) the offer or sale of any Parent Securities certifying that would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, business combination, corporate reorganization or other significant transaction involving Parent, (B) after the Company has elected to impose a Suspension Period (as defined below) advice of counsel, the sale of Parent Securities pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, in his or her good faith judgment, believes that the use or effectiveness of such Shelf Registration Statement would require the Company to make public disclosure of material non-public material information (i) the failure of which not otherwise required to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, under applicable law and (iiiC) the Company (1) Parent has a bona fide business purpose for preserving the confidentiality of such transaction, or (2) disclosure would have a material adverse effect on Parent or Parent’s ability to consummate such transaction, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable or (ii) the Buyer shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of reflecting in the prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein that are not disclosing solely the result of Exchange Act reports by Parent that are incorporated by reference into the Shelf Registration Statement. Upon the occurrence of any such information publiclysuspension or as a result of any other event the Shelf Registration Statement ceases to be effective or unavailable (except such times as Parent is permitted hereunder to suspend the prospectus forming part of the Shelf Registration Statement and other than in the event of a stop order addressed in Section 8.24(b)), Parent shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis (or if necessary to file and have declared effective a subsequent Shelf Registration Statement) or to take such action as is necessary to make resumed use of the Shelf Registration Statement, as applicable, so as to permit the Seller to resume sales of the Parent Securities as soon as possible. Any period during which In the Company has delayed or suspended case of an event that causes Parent to suspend the use of the Shelf Registration or any other matters referenced above pursuant to this Section 3.2 is herein called Statement (a “Suspension Period,” Event”), Parent shall give written notice (a “Suspension Notice”) to the Seller to suspend sales of the Parent Securities and will be such notice shall state generally the basis for a reasonable time specified in the aforementioned certificate but in no event will the number of days covered by any one or more Suspension Periods exceed 60 days in the aggregate during any rolling period of 180 days; provided that, during the period beginning on notice (and including) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by shall not contain any one or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 days. The Company will not be obligated under this Agreement to disclose any information with respect to the Suspension Period (including the reason therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, material non-public information about information) and that such suspension shall continue only for so long as the Company Suspension Event or its securities andeffect is continuing and Parent is using its commercially reasonable efforts to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. Upon receipt of any Suspension Notice from Parent, accordingly, hereby the Seller agrees to keep confidential that it will immediately discontinue offers and sales of the existence of each Suspension Period, including any such certificate and Parent Securities under the receipt thereof, andShelf Registration Statement (excluding, for the duration avoidance of each Suspension Period, to refrain from making any offersdoubt, sales conducted pursuant to Rule 144) until the Seller receives copies of a supplemental or purchases amended prospectus that corrects the misstatement(s) or omission(s) referred to above and receives an End of Common Shares Suspension Notice (as defined below) or unless otherwise notified by Parent that it may resume such offers and any other securities sales. The Seller may recommence effecting sales of the CompanyParent Securities pursuant to the Shelf Registration Statement (or such filings) following further notice to such effect (an “End of Suspension Notice”) from Parent, directly or indirectly, including through others or which End of Suspension Notice shall be given by means Parent to the Seller in the manner described above promptly following the conclusion of any short sale Suspension Event and its effect. Notwithstanding anything to the contrary set forth herein, Parent shall not, when so advising Seller or derivative transaction (its Affiliates of any events or from directing making other communications under this Section 8.24, provide Seller or its Affiliates with any other Person to make such offersmaterial, sales or purchases or to refrain from doing so)nonpublic information regarding Parent.

Suspension Periods. (a) The Company may delay the filing or effectiveness of, or by written notice to the applicable Investor(s) suspend the use by of, a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration (and, if reasonably required, withdraw any Shareholder registration statement that has been filed), but in each such case only if the board of directors of the Shelf Registration or Company determines in good faith that (x) such delay would enable the effectiveness Company to avoid disclosure of any Registration Statement contemplated by this Agreement material information, the disclosure of which at that time would be materially adverse to the Company’s best interests (including by withdrawing such Registration Statement materially interfering with, or declining jeopardizing the success of, any pending or proposed material acquisition, disposition or reorganization) or (y) obtaining any financial statements (including required consents) required to amend it or by taking other actions otherwise required hereunder with regard thereto), by delivering a certificate to each Shareholder holding Registrable Securities certifying that the Company has elected to impose a Suspension Period (as defined below) pursuant to this Section 3.2 and specifying the period. The Company will be entitled to impose a Suspension Period only if the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, included in his or her good faith judgment, believes that the use or effectiveness of any such Registration Statement would require the Company to make public disclosure of material non-public information (i) the failure of which to be disclosed in the Registration Statement would constitute a material misstatement or omission, (ii) the disclosure of which would not be required at such time but for the filing or effectiveness of the Registration Statement, and (iii) the Company has a bona fide business purpose for not disclosing such information publiclyimpracticable. Any period during which the Company has delayed a filing, an effective date or suspended the use of Shelf a Registration or any other matters referenced above Statement pursuant to this Section 3.2 5 is herein called a “Suspension Period,” and will be for a reasonable time specified in the aforementioned certificate but in ”. In no event will shall there be more than two Suspension Periods during any rolling period of 365 days, and the number of days covered by any one or more Suspension Period shall not exceed 90 days, and the number of days covered by all Suspension Periods shall not exceed 60 180 days in the aggregate during any rolling period of 180 365 days; provided that. If pursuant to this Section 5 the Company delays or withdraws a Demand Registration or underwritten Investor Shelf Takedown requested by the applicable Investor, during the period beginning applicable Investor shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on (and including) the Effective Date and ending one year after the date on which the First Lock-Up Period expires, in no event will the number of days covered by any one such registrations set forth in Section 2 or more Suspension Periods exceed 30 days in the aggregate during any rolling period of 180 days4. The Company will shall provide prompt written notice to the Investors of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose any information with respect to the Suspension Period (including the reason reasons therefor) other than to provide the certificate referenced above. Each Shareholder acknowledges that the existence of a Suspension Period may constitute material, non-public information about the Company or its securities and, accordingly, hereby agrees to The Investors shall keep confidential the existence of each Suspension Period, including any such certificate and the receipt thereof, and, for the duration of each Suspension Period, to refrain from making any offers, sales or purchases of Common Shares and any other securities of the Company, directly or indirectly, including through others or by means of any short sale or derivative transaction (or from directing any other Person to make such offers, sales or purchases or to refrain from doing so)Period confidential.