Common use of Regulation FD Clause in Contracts

Regulation FD. CTS acknowledges that Client’s securities are registered with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Client’s securities are publicly traded. CTS acknowledges that Client has requested that this paragraph be included in this Agreement so that Client will be exempt from any requirement to disclose material non-public information provided to CTS in accordance with the exemption set forth in Rule 100(b)(2)(ii) of Regulation FD. Accordingly, CTS, at all times that it possesses material non-public information that would restrict CTS from effecting purchase and/or sale transactions of the Client’s securities under the Exchange Act and the rules and regulations promulgated thereunder, including Regulation FD, shall not, and it shall advise its Representatives who are in possession of such material non-public information that they shall not, effect any purchase or sale transactions, or other transactions (such as hedging transactions), of or with respect to the Client’s securities that, if effected at such time, would be in violation of the Exchange Act and the rules and regulations promulgated thereunder, including Rule 10b-5 and Regulation FD. Notwithstanding the foregoing, nothing set forth in this Section 6.4 or otherwise in this Agreement shall restrict CTS and its Representatives from engaging in purchase, sale and/or other transactions in or with respect to the Client’s securities that are not in violation of the Exchange Act, including Rule 10-b-5 and Regulation FD promulgated thereunder, whether as a result of exemptions from, exceptions to, or judicial determinations regarding, the laws, rules and regulations governing transactions while in possession of material non-public information, or for any other reason.