Rule 10b-18 definition
Rule 10b-18 means Rule 10b-18 promulgated under the Exchange Act (or any successor rule thereto).
Rule 10b-18 means Rule 10b-18 promulgated under the Exchange Act (or any successor rule thereto). “SEC” means the Securities and Exchange Commission.
Rule 10b-18 means Rule 10b-18 as promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
Examples of Rule 10b-18 in a sentence
We understand that you will use this information in calculating trading volume for purposes of Rule 10b-18.
Neither the Adviser nor the Administrator has taken, nor will take, directly or indirectly, without giving effect to any activities by the Sales Agent, any action designed, or that would reasonably be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of the Securities, other than activity permitted pursuant to Rule 10b-18 under the 1934 Act.
The Company has not taken, nor will it take, directly or indirectly, without giving effect to any activities by the Sales Agent, any action designed, or that would reasonably be expected, to cause or result in, or that constitutes, any stabilization or manipulation of the price of the Securities, other than activity permitted pursuant to Rule 10b-18 under the 1934 Act.
Issuer understands that Dealer will use this information in calculating the trading volume for purposes of Rule 10b-18.
Except in connection with the Overall Private Placements, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Securities, stock-based performance units, share appreciation rights or other rights, other than pursuant to the Company Share Plans or a share repurchase program of the Company that complies with Rule 10b-18 or Rule 10b5-1 under the Exchange Act.
More Definitions of Rule 10b-18
Rule 10b-18 has the meaning specified in Section 3(c).
Rule 10b-18. With the cooperation of Counterparty, First ----------- Union undertakes to use its best efforts to satisfy the conditions of Rule 10b-18 under the Securities Act, to the extent applicable, in establishing its initial hedge.
Rule 10b-18 means Rule 10b-18 promulgated under the Exchange Act (or any successor rule thereto). “SEC” means the Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the first paragraph hereto. “Seller Termination Share Purchase Period” has the meaning set forth in Section 7.03. “Settlement Date” means (i) if Section 3.01(a)(i) is applicable, the fourth Business Day following the Valuation Completion Date; (ii) if settlement in cash is applicable pursuant to Section 3.01(d), the date of such cash payment determined in accordance with Section 3.01(d)(ii); (iii) if Section 3.01(e) is applicable, the Business Day immediately following the day on which the Seller informs the Purchaser, pursuant to Annex A hereto, of the number of Private Placement Shares required to be delivered; and (iv) if Section 3.01(f) is applicable, each of the dates so advised by the Seller pursuant to Annex B hereto. “Settlement Number” means a number of shares of Common Stock, rounded down to the nearest integer and which number may be negative, equal to (i) the Valuation Number minus (ii) the Initial Number of Shares. “Settlement Purchase Amount” means an amount in cash equal to (i) the absolute value of the Settlement Number multiplied by (ii) the dollar volume weighted average price per share at which Seller or its designated affiliate executes purchases of shares of Common Stock during the Cash Settlement Purchase Period in respect of its hedge position for the Transaction. “Settlement Shares” has the meaning set forth in Section 3.01(b). “Share De-listing Event” has the meaning set forth in Section 7.01(c). “Successor Exchange” has the meaning set forth in Section 7.01(c). “Termination Amount” has the meaning set forth in Section 7.02(a). “Termination Event” has the meaning set forth in Section 14 of the Agreement. “Termination Price” means the value of an Alternative Termination Delivery Unit to the Seller (determined as provided in Annex A hereto). “Termination Settlement Date” has the meaning set forth in Section 7.03(a). “Trade Date” has the meaning set forth in Section 2.01. “Trading Day” means (x) any day (i) other than a Saturday, a Sunday or a day on which the Exchange is not open for business, (ii) during which trading of any securities of the Purchaser on any national securities exchange has not been suspended, (iii) during which there has not been, in the Seller’s judgment, a material
Rule 10b-18 has purchased any Shares pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) under the Exchange Act during the four calendar weeks preceding the date hereof and during the week in which the date hereof occurs;
Rule 10b-18. During the Trading Period and the Net Share Settlement Period and with respect to any purchases executed as a result of an occurrence of an Additional Termination Event, Party A agrees to make all purchases of Shares in a manner that would comply with the limitations set forth in clauses (b)(1), (b)(2), (b)(4) and (c) of Rule10b-18 under the Securities Exchange Act of 1934 (“Rule 10b-18”) and in clause (b)(3) solely with respect to the Transaction and not any trades executed by Party A that are not related to the Transaction, as if such rule was applicable to such purchases. Party B shall, at least one day prior to the first day of the Trading Period, notify Party A in writing of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in clause (b)(4) of Rule 10b-18 by Party B or any of its affiliates during each of the four calendar weeks preceding such day and during the calendar week in which such day occurs (“Rule 10b-18 purchase” and “blocks” each as defined in Rule 10b-18). Rule 10b5-1: It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act (“Rule 10b5-1”), and the parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c), and Party B shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Party B acknowledges and agrees that (A) Party B does not have, and shall not attempt to exercise, any influence over how, when or whether Party A effects any purchases in connection with the Transaction, (B) during the Trading Period and the Net Share Settlement Period, if any, neither Party B nor its officers or employees shall, directly or indirectly, communicate any information regarding Party B or the Shares to any employee of Party A or its affiliates who is directly involved with the execution of the Transaction and is listed in Schedule A hereto, as such list may be amended from time to time by Party A upon notice to Party B, (C) Party B is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 and (D) Party B will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Party B also a...
Rule 10b-18 means Rule 10b-18 under the Exchange Act. “SEC” has the meaning specified in Annex A hereto. “Securities Act” means the Securities Act of 1933, as amended. “Settlement Amount” means (a) the Purchase Price minus (b) the product of (i) the Number of Initial Shares and (ii) the Settlement Price, minus (c) the Dividend Amount hereunder. “Settlement Date” means the fourth Trading Day immediately following the last day of the Pricing Period. “Settlement Price” means the average price per share of Common Stock paid by Citigroup to purchase the Number of Initial Shares during the Pricing Period. “Share Cap” means, as of any date of determination, two (2) times the Number of Initial Shares minus the number of shares of Common Stock delivered by the Company to Citigroup on or prior to such date hereunder (in each case subject to adjustment pursuant to Section VI(b) and VIII). “Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time. “Transaction” means the transaction contemplated by this Letter Agreement. 3
Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (B) in its commercially reasonable judgment, due to the occurrence of five or more Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period, (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Paragraph 7(g) below) and (iv) if the Final Date is a Settlement Date other than as the result of a valid Settlement Notice, in respect of such Settlement Date; provided, further, that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Counterparty at least one Scheduled Trading Day prior to the applicable Settlement Date.