Common use of Trading Guidelines Clause in Contracts

Trading Guidelines. Each of the Sales Agent and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales Agent’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each The Company consents to the Sales Agent, and any of the Sales Agents’ affiliates, trading in the Company’s Common Stock for the Sales Agent’s or such affiliate’s own account and for the account of the Sales Agent’s or such affiliate’s clients at the same time as sales of Shares occur pursuant to this Agreement; provided, however, that (i) such trading does not violate any applicable laws, including applicable federal and state securities laws and all rules or regulations promulgated thereunder, and (ii) the Company shall not be deemed to have authorized or consented to any such specific purchases or sales by the Sales Agent and the Forward Seller or any such affiliate. The Sales Agent may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares Stock for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction an Issuance Notice under this Agreement is in effect (except to the extent (x) the Sales Agent may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent or the Forward Seller have a short position in the Common Shares Stock for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent or the Forward SellerAgent. In addition, the Company hereby acknowledges and agrees that the Sales Agent’s or the Forward Seller’s Affiliatesaffiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of Common Shares Stock or other securities of the Company, at the same time the Sales Agent or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each of the Sales Agent KBCM and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent KBCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent KBCM or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent KBCM or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales AgentKBCM’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent KBCM or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales AgentKBCM’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each of the Sales Agent SCUSA and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent SCUSA may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent SCUSA or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent SCUSA or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales AgentSCUSA’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent SCUSA or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales AgentSCUSA’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each of the Sales Agent BNYMCM and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent BNYMCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent BNYMCM or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent BNYMCM or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales AgentBNYMCM’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent BNYMCM or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales AgentBNYMCM’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each of the Sales Agent BNYMCM and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent BNYMCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, ; and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent BNYMCM or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent BNYMCM or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales AgentBNYMCM’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent BNYMCM or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales AgentBNYMCM’s or the Forward Seller’s Affiliates.

Trading Guidelines. Each of the Sales Agent KBCM and the Forward Seller may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in effect provided that (i) no such purchase or sale shall take place while a Transaction Notice under this Agreement is in effect (except to the extent (x) the Sales Agent KBCM may engage in sales of Issuance Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity, (y) the Forward Seller may engage in sales of Forward Hedge Shares borrowed by the Forward Seller, as agent for the Forward Purchaser, ; and (z) nothing in this Agreement shall prohibit the Forward Purchaser or its affiliates from engaging in such transactions as are necessary or desirable to unwind the Forward Purchaser’s hedge in connection with any settlement under the Master Forward Confirmation), (ii) in no circumstances shall the Sales Agent KBCM or the Forward Seller have a short position in the Common Shares for its own account and (iii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales Agent KBCM or the Forward Seller. In addition, the Company hereby acknowledges and agrees that the Sales AgentKBCM’s or the Forward Seller’s Affiliates, subject to compliance with Regulation M under the Exchange Act, may make markets in the Common Shares or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, Common Shares or other securities of the Company, at the same time the Sales Agent KBCM or the Forward Seller is acting as agent pursuant to this Agreement; provided, however, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Sales AgentKBCM’s or the Forward Seller’s Affiliates.