SUSPENSION; TERMINATION; AMENDMENT Clause Samples
SUSPENSION; TERMINATION; AMENDMENT. 6.1 Except as otherwise provided in this Section 6.1, the Sales Plan may be terminated by the Investment Manager or the Stockholders at any time upon three days prior written notice sent to the Broker. Any such termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws. The Investment Manager and each Stockholder agree that they will not terminate the Sales Plan at any time that they are aware of any nonpublic information about the Issuer and/or the Stock or at any time during a Sales Period.
6.2 Sales under the Sales Plan shall be suspended if:
6.2.1 Trading of the shares on the principal market on which the Stock is traded is suspended for any reason;
6.2.2 The Registration Statement terminates, expires, is suspended or otherwise expires or is unavailable for sales of the Stock;
6.2.3 Broker, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity that could, in Broker’s judgment, impact sales of the Stock has occurred;
6.2.4 Broker, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to any Stockholder or Interested Party (other than any such restriction relating to a Stockholder’s possession or alleged possession of material nonpublic information about the Issuer or the Stock except in connection with a tender offer by the Issuer under Rule 14e-3), such prohibited transactions to include, without limitation, sales that would give rise to a disgorgement obligation under Section 16(b) of the Exchange Act, and transactions during a restricted period under Regulation M under the Exchange Act; or
6.2.5 Broker has received notice from the any Stockholder or the Investment Manager of the occurrence of any event contemplated by Section 3.2 hereof. Broker will resume sales in accordance with Section 5 on the next day specified in the Sales Plan after the condition causing the suspension of sales has been resolved to the satisfaction of Broker.
6.3 Broker shall cease selling Stock under the Sales Plan, and the Sales Plan shall terminate, upon the first to occur of:
6.3.1 the date on which the Issuer or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or comparable transa...
SUSPENSION; TERMINATION; AMENDMENT. 1. Either party may terminate the Plan upon 24 hours advance written notice.
2. Broker is authorized to begin selling Stock pursuant to this Plan as set forth in Schedule I, and will:
(i) cease or suspend, in its sole discretion, selling Stock on the date on which (a) Broker receives notice from Selling Stockholder or the Issuing Company pursuant to paragraph B-13 of this Plan or (b) a market disruption, banking moratorium or other crisis or emergency has occurred; or
(ii) cease selling stock on the earliest to occur of (a) the date specified by Selling Stockholder in Schedule I, (b) the date Selling Stockholder gives Broker notice, pursuant to paragraph D-1, terminating this Plan, (c) the date on which Broker receives notice of the commencement of any proceedings in respect of or triggered by Selling Stockholder’s bankruptcy or insolvency, or (d) the death or dissolution of Selling Stockholder.
3. This Plan, including Schedule I hereto, may be amended by Selling Stockholder only at a time when Selling Stockholder does not possess material nonpublic information about the Issuing Company or its securities and by executing a new Rule 10b5-1 trading plan with Broker.