Common use of 10b5-1 Plan Clause in Contracts

10b5-1 Plan. The Company acknowledges and agrees that (i) all purchases pursuant to this Section IV hereunder shall be made in Citibank’s sole discretion and for Citibank’s own account and (ii) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to make such purchases, including, without limitation, the price paid per share of Common Stock pursuant to such purchases whether such purchases are made on any securities exchange or privately. It is the intent of the Company and Citibank that this Transaction comply with the requirements of Rule 10b5-1(c) of the Exchange Act and that this Letter Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Citibank shall take no action that results in the transaction not so complying with such requirements.