Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period.
Purchases of Common Stock by the Purchaser. During the Contract Period, without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock except for the other accelerated share repurchase transaction entered into by the Purchaser on the date hereof; provided, however, that without the prior written consent of the Seller, (x) non-10b-18 purchases which comply with the provisions of Rule 10b-18(a)(13)(ii) may be effected for an issuer plan by an agent independent of the Purchaser; (y) the Purchaser’s affiliates who are not “affiliated purchasers” under Rule 10b-18 may make purchases pursuant to the exercise of stock options under the Purchaser’s 1992 Incentive Plan and 2002 Stock Option and Incentive Plan; and (z) the Purchaser may continue to purchase shares of Common Stock pursuant to its previously announced stock buyback program, so long as (i) on any Scheduled Trading Day such purchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulations.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period, provided, however, that without the prior written consent of the Seller, the Purchaser may purchase shares of Common Stock pursuant to a publicly announced stock buyback program during the Valuation Period, so long as (i) on any day such purchases are conducted solely through the same broker or dealer used by Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 7.5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day, and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulation. The foregoing shall not limit (i) delivery of shares of Common Stock of affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other similar securities outstanding as of the Trade Date, (ii) counterparty’s ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser, to re-acquire shares of Common Stock in connection with any equity transaction related to such plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions or otherwise restrict the Purchaser’s ability to repurchase shares of Common Stock under privately negotiated or off-market transactions (including, without limitation, an agreement relating to employee benefit plans or transactions with any of the Purchaser’s employees, officers, directors or affiliates), so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18), (iii) purchases pursuant to any odd-lot program conducted by the Purchaser or ...
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that the foregoing shall not prohibit (i) the Purchaser’s ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any plan (as defined in Rule 10b-18) of the Purchaser, to re-acquire shares of Common Stock in connection with any equity transaction related to such plan or to limit the Purchaser’s ability to withhold shares of Common Stock to cover tax liabilities associated with such equity transactions, so long as any re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) or (ii) delivery of shares of Common Stock of or to the Purchaser’s affiliates or affiliated purchasers pursuant to the terms of convertible securities, warrants, options or other similar securities outstanding as of the Trade Date.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any shares of Common Stock during the Averaging Period and thereafter until all payments or deliveries of shares of Common Stock pursuant to Section 3.01 above or Section 7.02 below have been made.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that this Section 4.03 shall not prohibit: (i) any purchase or offer to purchase effected by or for an issuer plan by an agent independent of the Purchaser (each as defined in Regulation M), (ii) any acquisition or retention of Common Stock in connection with the vesting or exercise of an equity award under any of the Purchaser’s benefit plans or (iii) any termination, cancellation, expiration or other re-acquisition by the Purchaser of any equity award under any of the Purchaser’s benefit plans.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that (a) the foregoing restriction shall not apply to any purchase of shares of Common Stock effected by or for a Purchaser “plan” by an “agent independent of the issuer” (each as interpreted under Rule 10b-18) and (b) without the prior written consent of the Seller the Purchaser may purchase shares of Common Stock pursuant to a publicly announced stock buyback program, so long as (i) on any day such purchases are conducted solely through the same broker or dealer used by Seller in effecting purchases of Common Stock in connection with this Confirmation; (ii) on any Trading Day during the Valuation Period, such purchases do not exceed 2.5% of the ADTV (as defined in Rule 10b-18(a)(1)) on such Trading Day; and (iii) such purchases otherwise comply with other provisions of Rule 10b-18 and other applicable laws, rules and regulation.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that notwithstanding the foregoing, nothing in this Confirmation shall prohibit the Purchaser from making (i) any purchases specifically contemplated by the Employee Stock Option Tender Offer, (ii) any off-market privately negotiated purchases through X.X. Xxxxxx Securities Inc., as its agent, on the Trade Date in connection with the initial offering of the Convertible Debentures and (iii) any purchases pursuant to the Rule 10b5-1 Repurchase Plan.
Purchases of Common Stock by the Purchaser. Except for transactions (x) effected by an agent independent of the Purchaser within the meaning of Rule 10b-18(a)(13)(ii) by or for a shareholder investment or employee savings plan of the Purchaser or (y) effected by agreement between the parties for long-term incentive plans of the Purchaser in compliance with the limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule 10b-18, the Purchaser shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period.
Purchases of Common Stock by the Purchaser. Without the prior written consent of the Seller, the Purchaser shall not, and shall cause its Affiliated Purchasers not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any shares of Common Stock (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for shares of Common Stock during the Contract Period; provided, however, that notwithstanding the foregoing, nothing in this Confirmation shall prohibit the Purchaser from making any Permitted Repurchases so long as, on any day, such Permitted Repurchases are conducted solely through the same broker or dealer used by the Seller in effecting purchases of shares of Common Stock in connection with this Confirmation.
