Common use of Securities Laws Matters Clause in Contracts

Securities Laws Matters. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to Counterparty, (x) on account of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

Securities Laws Matters. Notwithstanding anything IGLOO is acquiring the Share Consideration for IGLOO’s own account and the Share Consideration is being, and will be, acquired by IGLOO for the purpose of investment and not with a view to distribution or resale thereof. IGLOO has no present intention of selling, granting any participation in, or otherwise distributing any portion of the Share Consideration and does not presently have any Contract, undertaking or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Share Consideration. IGLOO acknowledges it is able to bear the economic risk of the Share Consideration, and has such knowledge and experience in financial or business matters that IGLOO is capable of evaluating the merits and risks of the Share Consideration. Without derogating from any of the rights of IGLOO pursuant to the contrary hereinRegistration Rights and Lock Up Agreement, in IGLOO understands that (i) the Agreement or in Share Consideration has not been, and will not be, registered under the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to CounterpartySecurities Act, (xii) on account of the adoptionsecurities comprising the Share Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, promulgation or effectiveness ofpursuant to these laws, or any change in, any applicable law, rule or regulation or IGLOO must hold the formal or informal interpretation thereof by Share Consideration indefinitely unless such shares are registered with the Securities and Exchange Commission and qualified by any applicable state authorities, or its staffan exemption from such registration and qualification requirements is available, following (iii) Purchaser Group has no obligation to register or qualify the Trade DateShare Consideration and, that any Shares delivered if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Share Consideration, and on requirements relating to Purchaser Group which are outside of IGLOO’s control, and which Purchaser Group is under no obligation and may not be able to satisfy, (iv) this offering is not intended to be delivered part of a public offering, and that IGLOO will not be able to Dealer by Counterparty rely on the protection of Section 11 of the Securities Act and (v) the Share Consideration and any securities issued in respect of or exchange for the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty Consideration shall be effected pursuant to bear the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such deliverywell as any other legends required by state or foreign securities laws: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Counterparty shall not have takenAS AMENDED, or caused to be takenOR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraphOFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.”

Securities Laws Matters. Notwithstanding anything to The Shareholder acknowledges receipt of advice from Buyer Parent that (i) the contrary herein, in the Agreement or in the Equity Definitions, if Dealer reasonably determines, based New Options and any shares of Buyer Parent Common Stock acquired on advice of counsel and following consultation with counsel to Counterparty, (x) on account exercise of the adoption, promulgation or effectiveness of, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by New Options (“Exercise Shares”) have not been registered under the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect Act of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares 1933 (the “Restricted SharesAct”) by Counterparty shall or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be effected pursuant any public market for any Exercise Shares, (iii) any Exercise Shares must be held indefinitely and the Shareholder must continue to bear the following paragrapheconomic risk of the investment in such shares of Buyer Parent Common Stock unless such shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a iv) Rule 144 promulgated under the Act (“Private Placement SettlementRule 144”) shall is not presently available with respect to sales of any Exercise Shares and Buyer Parent has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be effected available in the foreseeable future, (v) when and if any Exercise Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with customary private placement procedures the terms and conditions of such Rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of any Exercise Shares without registration will require the availability of an exemption under the Act, (vii) restrictive legends in the form set forth in the Shareholders Agreement shall be placed on the certificate representing the Exercise Shares and (viii) a notation shall be made in the appropriate records of the Buyer Parent indicating that the Exercise Shares are subject to restrictions on transfer and, if Buyer Parent should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Exercise Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

Securities Laws Matters. Notwithstanding anything to Rollover Seller acknowledges receipt of advice from Buyer that (i) the contrary herein, in the Agreement or in the Equity DefinitionsIssued Shares, if Dealer reasonably determinesany, based and Issued Options (and any shares of Buyer Common Stock acquired on advice of counsel and following consultation with counsel to Counterparty, (x) on account exercise of the adoptionIssued Options (“Exercise Shares”)), promulgation or effectiveness ofif any, or any change in, any applicable law, rule or regulation or the formal or informal interpretation thereof by have not been registered under the Securities and Exchange Commission or its staff, following the Trade Date, that any Shares delivered or to be delivered to Dealer by Counterparty in respect Act of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares 1933 (the “Restricted SharesAct”) by Counterparty shall or qualified under any state securities or “blue sky” or non U.S. securities laws, (ii) it is not anticipated that there will be effected pursuant any public market for any shares of Buyer Common Stock, (iii) any shares of Buyer Common Stock must be held indefinitely and Rollover Seller must continue to bear the following paragrapheconomic risk of the investment in the shares of Buyer Common Stock unless such shares are subsequently registered under the Act and such state or non U.S. securities laws or an exemption from such registration is available, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a iv) Rule 144 promulgated under the Act (“Private Placement SettlementRule 144”) shall is not presently available with respect to sales of any shares of Buyer Common Stock and Buyer has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be effected available in the foreseeable future, (v) when and if any shares of Buyer Common Stock may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with customary private placement procedures the terms and conditions of such Rule, (vi) if the exemption afforded by Rule 144 is not available, public sale of the shares of any shares of Buyer Common Stock without registration will require the availability of an exemption under the Act, (vii) restrictive legends in the form set forth in the Stockholders Agreement shall be placed on the certificate representing the shares of any shares of Buyer Common Stock issued to Rollover Seller and (viii) a notation shall be made in the appropriate records of the Buyer indicating that the shares of any such shares are subject to restrictions on transfer and, if Buyer should in the future engage the services of a stock transfer agent, appropriate stop-transfer instructions will be issued to such transfer agent with respect to any such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraphshares.

Securities Laws Matters. Notwithstanding anything (a) (i) The Allied Parties are knowledgeable, sophisticated and experienced in making, and are qualified to the contrary hereinmake, decisions with respect to investments in securities representing an investment decision similar to that involved in the acquisition of the Consideration Shares and have had the opportunity to request, receive, review and consider all information they deem relevant in making an informed decision to acquire the Consideration Shares; (ii) the Allied Parties are acquiring the Consideration Shares for their own account for investment only and with no present intention of distributing any of the Consideration Shares or entering into any arrangement or understanding with any other Persons regarding the distribution of such securities; provided, however, that by making the representations in this clause (ii), the Allied Parties are not required to hold any of the Consideration Shares for any minimum or other specific term and the representations in this clause (ii) shall in no way limit the Allied Parties’ right to sell the Consideration Shares pursuant to any registration statement contemplated by the Registration Rights Agreement or in compliance with the Equity DefinitionsSecurities Act and other Legal Requirements; provided further, if Dealer reasonably determineshowever, based on advice of counsel and following consultation that the representations made by the Allied Parties in this clause (ii) shall not limit the Allied Parties’ right to indemnification under Article X or under the Registration Rights Agreement, other than with counsel respect to Counterparty, (x) on account any claim by CEI for a breach of the adoptionrepresentation in this clause (ii); (iii) the Allied Parties will not, promulgation directly or effectiveness indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Consideration Shares, or nor will the Allied Parties engage in any change in, short sale that results in a disposition of any applicable law, rule or regulation or of the formal or informal interpretation thereof Consideration Shares by the Allied Parties, except in compliance with the Securities Act and Exchange Commission or its staffother Legal Requirements; (iv) the Allied Parties have, following in connection with their decision to acquire the Trade DateConsideration Shares, that any Shares delivered or to be delivered to Dealer by Counterparty in respect relied solely upon the representations and warranties of the Transaction that otherwise would be used CEI Parties contained herein; (v) the Allied Parties have had an opportunity to close out open Share borrowings from third-party stock lenders discuss this investment with representatives of the CEI Parties and ask questions of them and have received satisfactory answers and all information requested; and (other than Counterpartyvi) created in Allied is an “accredited investor” within the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements meaning of Rule 144(c), up to twelve months501(a) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable Regulation D promulgated under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraph.

Securities Laws Matters. Notwithstanding anything Seller is acquiring the Share Consideration for Seller’s own account and the Share Consideration is being, and will be, acquired by Seller for the purpose of investment and not with a view to distribution or resale thereof. Seller has no present intention of selling, granting any participation in, or otherwise distributing any portion of the Share Consideration and does not presently have any Contract, undertaking or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Share Consideration. Seller acknowledges it is able to bear the economic risk of the Share Consideration, and has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of the Share Consideration. Without derogating from any of the rights of Seller pursuant to the contrary hereinRegistration Rights and Lock-Up Agreement, in Seller understands that (i) the Agreement or in Share Consideration has not been, and will not be, registered under the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to CounterpartySecurities Act, (xii) on account of the adoptionsecurities comprising the Share Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, promulgation or effectiveness ofpursuant to these laws, or any change in, any applicable law, rule or regulation or Seller must hold the formal or informal interpretation thereof by Share Consideration indefinitely unless such shares are registered with the Securities and Exchange Commission and qualified by any applicable state authorities, or its staffan exemption from such registration and qualification requirements is available, following (iii) Purchaser Group has no obligation to register or qualify the Trade DateShare Consideration and, that any Shares delivered if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Share Consideration, and on requirements relating to Purchaser Group which are outside of Seller’s control, and which Purchaser Group is under no obligation and may not be able to satisfy, (iv) this offering is not intended to be delivered part of a public offering, and that Seller will not be able to Dealer by Counterparty rely on the protection of Section 11 of the Securities Act and (v) the Share Consideration and any securities issued in respect of or exchange for the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty Consideration shall be effected pursuant to bear the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such deliverywell as any other legends required by state or foreign securities laws: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Counterparty shall not have takenAS AMENDED, or caused to be takenOR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraphOFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.”

Securities Laws Matters. Notwithstanding anything Seller is acquiring the Share Consideration for Seller’s own account and the Share Consideration is being, and will be, acquired by Seller for the purpose of investment and not with a view to distribution or resale thereof. Seller has no present intention of selling, granting any participation in, or otherwise distributing any portion of the Share Consideration and does not presently have any Contract, undertaking or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Share Consideration. Seller acknowledges it is able to bear the economic risk of the Share Consideration, and has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of the Share Consideration. Without derogating from any of the rights of Seller pursuant to the contrary hereinRegistration Rights and Lock-Up Agreement, in Seller understands that (i) the Agreement or in Share Consideration has not been, and will not be, registered under the Equity Definitions, if Dealer reasonably determines, based on advice of counsel and following consultation with counsel to CounterpartySecurities Act, (xii) on account of the adoptionsecurities comprising the Share Consideration are “restricted securities” under applicable U.S. federal and state securities laws and that, promulgation or effectiveness ofpursuant to these laws, or any change in, any applicable law, rule or regulation or Seller must hold the formal or informal interpretation thereof by Share Consideration indefinitely unless such shares are registered with the Securities and Exchange Commission and qualified by any applicable state authorities, or its staffan exemption from such registration and qualification requirements is available, following (iii) Purchaser Group has no obligation to register or qualify the Trade DateShare Consideration and, that any Shares delivered if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Share Consideration, and on requirements relating to Purchaser Group which are outside of Seller’s control, and which Purchaser Group is under no obligation and may not be able to satisfy, (iv) this offering is not intended to be delivered part of a public offering, and that Seller will not be 17 (45) able to Dealer by Counterparty rely on the protection of Section 11 of the Securities Act and (v) the Share Consideration and any securities issued in respect of or exchange for the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or to be delivered to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty Consideration shall be effected pursuant to bear the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such deliverywell as any other legends required by state or foreign securities laws: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, Counterparty shall not have takenAS AMENDED, or caused to be takenOR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this paragraphOFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH.”

Securities Laws Matters. Notwithstanding anything (a) Except as contemplated by Section 8.12 hereof, each Stockholder recognizes and understands that the Merger Consideration to be issued to each Stockholder pursuant to this Agreement (the contrary herein"securities") will not be registered under the Securities Act, or under the securities laws of any state (the "securities laws"). The securities are not being so registered in reliance upon exemptions from the Securities Act and the securities laws which are predicated, in part, on the representations, warranties and agreements of each Stockholder contained herein and in investor questionnaires required hereunder. Each Stockholders' residence and domicile, in the Agreement or case of each natural person, is in the Equity Definitions, if Dealer reasonably determines, based State set forth opposite his or her name on advice of counsel and following consultation with counsel to Counterparty, (x) on account Part 4A.6 of the adoptionDisclosure Schedule, promulgation and the principal office of each Stockholder that is not a natural person is in the State set forth opposite its name on Part 4A.6 of the Disclosure Schedule. Each Stockholder understands that no BCC Party is under any obligation to file a registration statement or effectiveness of, or take any change in, any applicable law, rule or regulation or other action under the formal or informal interpretation thereof by securities laws with respect to the Securities and Exchange Commission or its staff, following Merger Consideration except as contemplated in Section 8.12. (b) Each Stockholder agrees that the Trade Date, that any Shares delivered or stock certificates representing such Stockholder's Merger Consideration to be delivered acquired pursuant to Dealer by Counterparty this Agreement will be imprinted with the following legend, the terms of which are specifically agreed to: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR THIS CORPORATION, IS AVAILABLE. Each Stockholder understands and agrees that appropriate stop transfer notations will be placed in the records of BCC and with its transfer agent in respect of the Transaction that otherwise would be used to close out open Share borrowings from third-party stock lenders (other than Counterparty) created in the course of Dealer’s hedging activities related to its exposure under the Transaction as described in Section 3(b) above may not be used to close out such open Share borrowings or (y) within six months (or, if the Issuer does not satisfy the information requirements of Rule 144(c), up to twelve months) following the Trade Date, Counterparty has revoked the Rehypothecation right and a Counterparty Payment Event occurs that Counterparty does not elect to settle in cash and the related Shares delivered or securities which are to be delivered issued to Dealer by Counterparty in respect of the Transaction would not be freely tradable under Section 5 of the Securities Act, in either case of clauses (x) and (y), then any required delivery of Shares (the “Restricted Shares”) by Counterparty shall be effected pursuant to the following paragraph, unless waived by Dealer. Any delivery of Restricted Shares by Counterparty to Dealer (a “Private Placement Settlement”) shall be effected in accordance with customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer (it being understood that Counterparty will not be required to, but, if requested by Dealer, Counterparty shall use commercially reasonable efforts to, cause to be certificated or legended, as applicable, any Restricted Shares not in certificated form or bearing a restrictive legend, as applicable). On the date of such delivery, Counterparty shall not have taken, or caused to be taken, any action that would make unavailable the “Section 4(1 1⁄2)” exemption from Securities Act registration for the private placement by Dealer (or its affiliate) of such Restricted Shares. Counterparty and Dealer (or its affiliate) shall execute an agreement containing customary representations, covenants, indemnities to Dealer (or such affiliate), opinions and certificates, and such other documentation as is customary for private placements of equity securities of a similar size for a similar issuer, all reasonably acceptable to Dealer (it being understood that Issuer need not be party to such agreement). In the case of a Private Placement Settlement, following consultation with Counterparty, the Calculation Agent may adjust the number of Restricted Shares to be delivered to Dealer (or its designee) hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer (or its designee) and may only be saleable by Dealer (or such designee) at a discount to reflect the lack of liquidity in Restricted Shares and the nature and duration of the relevant restrictions applicable thereto. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered each Stockholder pursuant to this paragraphAgreement.